| | | | $000 | | $000 | | $000 | | $000 | | $000 | | $000 | | $000 | | $000 | | | |
(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % | | SOP/EIP vesting (% of the maximum) | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | Base | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | Salary/ | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | | — | | (17%) | — | — | | — | — | | — | — | | — | — | Catherine Bingham | | 71% | — | | (51%) | — | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | Janice Bourque | | 117% | — | | — | | 117% | — | — | | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | | — | | — | — | | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | | — | | (17%) | — | — | | — | — | | — | — | | — | — | Veronica Jordan | | 500% | — | | 7% | — | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | | — | | 120% | — | — | | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | | 6% | — | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | | — | | (17%) | — | — | | — | — | | — | — | | — | — | Gregory Winter | | 67% | — | | — | | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | Sir Gregory Winter | | | 67% | — | — | | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | | n/a | n/a | | n/a | n/a | | n/a | n/a | | n/a | n/a | Average pay of employees of the Company as a whole | | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | | | | | | | 2020 | | 2021 | | % change | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 24,833 | | 44,491 | | 79% | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | | | Base salary | | Base salary | | | | | | | 2023 | | 2024 | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | | $’000 | | $’000 | Executive Directors | | | | | | | | | Kevin Lee | | 677 | | 734 | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | | Value | | | | | | | | | | | | | | | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | | Sir Gregory Winter | | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
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Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
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| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
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| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
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| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
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| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
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| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
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| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
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10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
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| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
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In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
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Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
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Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
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Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
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If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
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The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
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TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
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The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
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10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
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15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
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15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
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15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
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16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
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The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
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If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
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Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
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18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
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The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
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| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
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10.9
| Severability.Notice if Call or Instalment Not Paid
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If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
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If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
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The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
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When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
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Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
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No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
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In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
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As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
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and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
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then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
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3.198.
| Representation.Delegation to Committees
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Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
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| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
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(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
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Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
|
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
|
All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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000 | |
(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
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Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
|
15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
|
16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
|
The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
|
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
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18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
|
The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
|
| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
|
10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
|
If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
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and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
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then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
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| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
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(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
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Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
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The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
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Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
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Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
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Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
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The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
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16
| For Consultants and Directors who are not Employees
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17
| For Consultants and Directors who are not Employees
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18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
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19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
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20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
|
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
|
All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
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| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
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15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
|
16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
|
The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
|
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
|
18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
|
The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
|
| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
|
10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
|
If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
|
and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
|
| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
|
(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
|
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
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99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
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102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
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4.103.
| OTHER PROVISIONSChairman
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4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
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103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
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Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
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Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
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All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
|
15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
|
16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
|
The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
|
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
|
18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
|
The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
|
| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
|
10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
|
If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
|
and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
|
| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
|
(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
|
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
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Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
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Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
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All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
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TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
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15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
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15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
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16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
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The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
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Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
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18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
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The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
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| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
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10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
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If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
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The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
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In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
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| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
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| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
|
and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
|
| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
|
(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
|
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
|
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
|
All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
| |
| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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000 | |
(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
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10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
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In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
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Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
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15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
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16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
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The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
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If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
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Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
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18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
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The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
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| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
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10.9
| Severability.Notice if Call or Instalment Not Paid
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If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
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If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
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The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
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All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
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When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
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Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
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No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
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In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
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As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
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and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
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then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
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3.198.
| Representation.Delegation to Committees
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Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
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| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
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(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
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Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
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The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
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Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
|
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
|
All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
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The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
|
15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
|
16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
|
The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
|
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
|
18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
|
The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
|
| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
|
10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
|
If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
|
and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
|
| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
|
(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
|
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
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99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
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102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
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4.103.
| OTHER PROVISIONSChairman
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4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
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103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
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Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
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Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
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All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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(1) | As of 1 January 2021, theThe Executive Director’s salary wasis both set, and paid, in GBP, and the amount reflected for the year ended 31 December 2023 is based on a GBP:GBP : USD exchange rate of 1.37566 as of1.2433 for the year ended 31 December 2021. In 2020, the Executive Director’s salary entitlement was expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract.2023. |
(2) | The Executive Director’s benefits included private health insurance, long term disability, critical illness and death in service benefits. |
(3) | Relates to pension and cash in lieu of pension. |
(4) | The annual bonus for 20212023 was paid in cash in February 2022.2024. The annual bonus for 20202022 was paid in cash in February 2021.2023. In June 2023, an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) was paid to Kevin Lee for his work and contribution towards entering into the Bayer and Novartis collaborations. This bonus was accounted for in his total 2023 bonus payment. |
(5)(4) | There were no performance obligations linked to the equity-based awards. The value of equity-based awards in the form of options in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price. For the CEO and Non-Executive Directors this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. Refer to “Share Option Plan” below. The value of equity based awards in the form of RSUs is based on the market value of the underlying shares on the date of grant. Share price |
| appreciation did not impact the value of awards. No discretion was exercised, and the determination of the levels of awards were not impacted, as a result of share price appreciation. |
(6)(5) | Catherine Bingham resigned on 28 June 2021Relates to pension and received no paymentscash in respectlieu of loss of office or otherwise following her termination date. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng all resigned on 30 June 2020 and received no payments in respect of loss of office or otherwise following their termination dates.pension. |
(7)(6) | Pierre Legault’s fees include those payable under a consulting agreement between Stone Sunny Isles, Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles, Inc. and Bicycle Therapeutics, Inc. dated 15 March 2019, pursuant to which such entity is paid £125k£144k per year for Mr. Legault’s advisory services to the Company.Company for the year ended 31 December 2023 and £138k for the year ended 31 December 2022. |
2023 Annual bonus (audited) In 2021,2023, the CEO’s annual bonus was based on corporate and personal objectives. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. The overall bonus outcome of percentage of target resulted in a total bonus pay out of $654k$541k or 97%76% of the CEO’s base salary for the year ended 31 December 2021.2023. The Compensation Committee is satisfied that the bonus pay-out for 20212023 is appropriate, taking into account the wider stakeholder experience, particularly that of shareholders and employees, based on achievements versus goals in the following key areas: Corporate Development, Clinical Development, Financial and Organisational Development. In 2020,2022, the bonus outcome of percentage of target resulted in a total bonus pay out of $501k$571k or 85% of the CEO’s base salary for the year ended 31 December 2020.2022. Specific targets are commercially sensitive. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. In 2023, the Compensation Committee approved an additional bonus of £15k (or $19k based on a GBP : USD exchange rate of 1.2433 for the year ended 31 December 2023) for the CEO for his work and contribution towards the entry into the Bayer and Novartis collaborations and was paid in June 2023.
Share OptionEquity Incentive Plan
Awards granted from 1 January 20212023 to 31 December 20212023 (audited) The CEO and Chairman received the following share optionequity-based awards under the SOPEIP during the year from 1 January 20212023 to 31 December 2021,2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | Number of | | | | Face Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | | Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant(1) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 4 January 2021 | | 250,000 | | 17.95 | | — | | 3 January 2031 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 4 January 2021 | | 38,000 | | 17.95 | | — | | 3 January 2031 | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face Value | | | | | | | | | | | | | | | at Date | | | | | | | Form of | | Date of | | Number of | | Exercise | | of Grant(1) | | Expiry | | | Executive Director | | Award | | Grant | | Shares | | Price $ | | $’000 | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2023 | | 115,000 | | 29.60 | | — | | 3 January 2033 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | | | RSUs | | 3 January 2023 | | 57,500 | | — | | 1,702 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Chairman | | | | | | | | | | | | | | | Pierre Legault | | Fair market value options | | 3 January 2023 | | 23,000 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 11,500 | | — | | 340 | | — | | Vest in four equal quarterly instalments |
1.(1) | The value of equity-based awards in the form of options in the table is based on the market value of the underlying shares at the date of grant, less the applicable exercise price. ThisFor awards in the form of options, this was nil because the exercise price is equal to the market value of the underlying shares at the date of grant. |
Non-Executive Directors also received the following option awards during the year from 1 January 2021 to 31 December 2021, each vesting based on continued employment only and granted under the SOP:
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | Form of | | Date of | | Shares | | Exercise | | at Date | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | of Grant1 | | Date | | Terms | Catherine Bingham | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Janice Bourque | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 17 March 2021 | | 32,000 | | 27.90 | | — | | 16 March 2031 | | Vesting in 36 monthly instalments at the end of each calendar month following 17 March 2021 | Veronica Jordan | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Richard Kender | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately | Gregory Winter | | Fair market value options | | 4 January 2021 | | 19,000 | | 17.95 | | — | | 1 January 2031 | | Vest immediately |
| (1) | The value of equity-based awards Awards in the table is based on the market valueform of underlying shares at the date of grant, less the applicable exercise price. This was nil because the exercise price is equal toRSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
Non-Executive Directors also received the following equity-based awards during the year from 1 January 2023 to 31 December 2023, as set forth in the table below: | | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant(1) | | Expiry | | Vest | Non‑Executive Director | | Award | | Grant | | Covered | | Price $ | | $’000 | | Date | | Terms | Janice Bourque | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 3 January 2023 | | 11,500 | | 29.60 | | — | | 3 January 2033 | | Vest in four equal quarterly instalments | | | RSUs | | 3 January 2023 | | 5,750 | | — | | 170 | | — | | Vest in four equal quarterly instalments |
(1) | Awards in the form of RSUs are valued at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
None of the awards granted are subject to performance basedperformance-based conditions. No subsequent changes were made to the exercise prices or vesting dates of options.options or vesting dates of awards in the form of RSUs. Statement of directors’ shareholding and share interests (audited) Shareholdings for each director, who has held office during the period 1 January 2023 and 31 December 2023, are set out in the table below as at 31 December 2023 (together with interests held by his or her connected persons): | | | | | | | | | | | | | Number of Shares | | Number of Equity Awards | | | | | Beneficially owned | | | | | | Unvested | | | | | shares as at | | | | | | without | | | | | 31 December | | | | Vested but | | performance | | | Executive Director | | 2023 | | Exercised/settled | | unexercised | | conditions | | Total | Kevin Lee | | 236,506 | | — | | 956,099 | | 320,418 | | 1,513,023 | Non‑Executive Directors | | | | | | | | | | | Janice Bourque | | 10,750 | | — | | 88,500 | | — | | 99,250 | Jose-Carlos Gutierrez-Ramos | | 10,750 | | — | | 51,722 | | 1,778 | | 64,250 | Veronica Jordan | | 10,750 | | — | | 88,500 | | — | | 99,250 | Richard Kender | | 10,750 | | — | | 88,500 | | — | | 99,250 | Pierre Legault | | 21,500 | | — | | 253,139 | | — | | 274,639 | Sir Gregory Winter | | 174,677 | | — | | 56,500 | | — | | 231,177 |
There were no unvested shares or unvested equity awards with performance conditions. Details of changes in shareholdings for each director up to the date of this report are shown on page A-27.
Statement of directors’ shareholding and share interests (audited)
Shareholdings for each director, who has held office during the period 1 January 2021 and 31 December 2021, are set out in the table below as at 31 December 2021 or their date of resignation if they resigned in the year (together with interests held by his or her connected persons):
| | | | | | | | | | | | | | | Number of Shares | | Number of Share Options | | | | | Beneficially owned | | | | | | Unvested | | Unvested | | | | | shares as at | | | | | | with | | without | | | | | 31 December | | | | Vested but | | performance | | performance | | | Executive Director | | 2021 | | Exercised(2) | | unexercised | | conditions | | conditions | | Total | Kevin Lee | | 225,085 | | 200,000 | | 534,044 | | — | | 441,848 | | 1,200,977 | Non‑Executive Directors | | | | | | | | | | | | | Catherine Bingham(1) | | — | | — | | 35,000 | | — | | — | | 35,000 | Janice Bourque | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Jose-Carlos Gutierrez-Ramos | | — | | — | | 8,888 | | — | | 23,112 | | 32,000 | Veronica Jordan | | — | | — | | 59,000 | | — | | 8,000 | | 67,000 | Richard Kender | | — | | — | | 61,666 | | — | | 5,334 | | 67,000 | Pierre Legault | | — | | 195,000 | | 175,720 | | — | | 34,419 | | 210,139 | Gregory Winter | | 163,927 | | — | | 35,000 | | — | | — | | 198,927 |
(1) | Catherine Bingham resigned on 28 June 2021 |
(2) | In 2021 Kevin Lee and Pierre Legault exercised some options during the year, with weighted average exercise prices of USD 14.00 and USD 8.54, respectively. The aggregate gain received by Dr Lee and Mr. Legault (based on the market value of the shares on the date of exercise) was USD 12,184k. |
No shares were unvested.
Share ownership guidelines
Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of shareholders but no formal shareholding requirements apply.
Payments to former directors and for loss of office (audited) No payments were made to former directors of the Company or in relation to loss of office during the current or prior year. For the avoidance Share ownership guidelines Executive Directors are encouraged to build a meaningful shareholding so as to align their interests with those of doubt, Catherine Bingham receivedshareholders but no payments in respect of her loss of office or otherwise following her termination date. Her options were fully vested on her termination date.formal shareholding requirements apply.
Performance graph and table The chart below shows the Parent Company’s Total Shareholder Return (“TSR”) performance compared with that of the NASDAQ Biotechnology Index from the date of the Parent Company’s listing on NASDAQ to 31 December 2021.2023. The NASDAQ Biotechnology Index has been chosen as an appropriate comparator as it is the index of which the Parent Company is a constituent. TSR is defined as the return on investment obtained from holding a company’s shares over a year. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the year. Stock Price Performance (May 2019-December 2021)Since IPO
Aligning pay with performance The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid, and SOPSOP/EIP vesting, as a percentage of the maximum opportunityopportunity. As explained in the report in respect of the 2019 financial year, as 2019 was the first year reported since listing, it is not possible to provide meaningful comparative data for periods prior to that date. | | | | | | | | Chief Executive Officer | | 2019 | | 2020 | | 2021 | | Total remuneration ($000) | | 1,004 | | 1,156 | | 1,404 | | Actual bonus (% of the maximum) | | 63 | % | 63 | % | 72 | % | SOP vesting (% of the maximum) | | 100 | % | 100 | % | 100 | % |
| | | | | | | | | | | | | | | | Chief Executive Officer | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | Total remuneration ($000) | | 1,004 | | | 1,156 | | | 1,404 | | | 4,359 | | | 3,050 | | Actual bonus (% of the maximum) | | 63 | % | | 63 | % | | 72 | % | | 63 | % | | 54 | % | SOP/EIP vesting (% of the maximum) | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Percentage change in remuneration of the directors compared to all Company employees
The table below illustrates the increase in salary, benefits and annual bonus for each director and that of the Company’s employees as a whole as between the 2019 and 20212023 financial years. BicycleTx Limited has been used as the comparator company for the Parent Company because BicycleTx Limited employs all UK employees. The outcome for employees of the Parent Company is also included to satisfy the statutory requirement but is shown as not applicable given the Parent Company does not itself have any employees. As explained in the report in respect of the 2019
financial year, 2019 was the first year reported since listing on NASDAQ. There was no change in remuneration of the CEO in that year and it was therefore not possible to provide meaningful comparative data for prior years. | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | Kevin Lee | | 15% | 50% | 16% | | 14% | 100% | 31% | Non-Executive Directors | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | Janice Bourque | | 117% | — | — | | — | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | Richard Kender | | 120% | — | — | | — | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | Gregory Winter | | 67% | — | — | | — | — | — | Average pay of employees as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% |
| | | | | | | | | | | | | | | | | | | Percentage change 2019-2020 | | Percentage change 2020-2021 | | Percentage change 2021-2022 | | Percentage change 2022-2023 | | | Base | | | | Base | | | | Base | | | | Base | | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | Salary/ | | | | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | | fees | Benefits | Bonus | Executive Directors | | | | | | | | | | | | | | | | | Kevin Lee | | 15% | 100% | 16% | | 14% | 100% | 31% | | (1%) | (50%) | (13%) | | 6% | 100% | (2%) | Non-Executive Directors | | | | | | | | | | | | | | | | | Michael Anstey | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Catherine Bingham | | 71% | — | — | | (51%) | — | — | | (100%) | — | — | | — | — | — | Janice Bourque | | 117% | — | — | | — | — | — | | 11% | — | — | | 9% | — | — | Jose-Carlos Gutierrez-Ramos | | — | — | — | | — | — | — | | 76% | — | — | | 5% | — | — | Bosun Hau | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Veronica Jordan | | 500% | — | — | | 7% | — | — | | 17% | — | — | | 9% | — | — | Richard Kender | | 120% | — | — | | — | — | — | | 5% | — | — | | 6% | — | — | Pierre Legault | | 40% | — | — | | 6% | — | — | | (1%) | — | — | | 5% | — | — | Carolyn Ng | | (17%) | — | — | | — | — | — | | — | — | — | | — | — | — | Sir Gregory Winter | | 67% | — | — | | — | — | — | | 38% | — | — | | 5% | — | — | Average pay of employees of the Parent Company | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | | n/a | n/a | n/a | Average pay of employees of the Company as a whole | | 27% | 7% | 25% | | 10% | 80% | 35% | | (29%) | (30%) | (21%) | | 9% | 19% | — |
Non-Executive Directors did not receive fees for the period prior to the IPO on NASDAQ in May 2019. Catherine Bingham resigned on 28 June 2021. Jose-Carlos Gutierrez-Ramos was appointed on 17 March 2021. Michael Anstey, Bosun Hau and Carolyn Ng resigned on 30 June 2020. Veronica Jordan, Richard Kender and Janice Bourque were all appointed during the course of 2019 with 2020 being their first full year in office. Relative importance of spend on pay The table below illustrates the Company’s expenditure on employee pay in comparison to Totaltotal expenditure on research and development. These costs are included in the disclosures in notes 6 and 9 in the notes to the financial statements. | | | | | | | | | 2020 | | 2021 | | % change | Total expenditure on research and development ($’000) (1) | | 34,116 | | 47,778 | | 40% | Total employee pay expenditure ($’000)(2) | | 24,833 | | 44,491 | | 79% |
| | | | | | | | | 2022 | | 2023 | | % change | Total expenditure on research and development ($’000)(1) | | 77,541 | | 140,362 | | 81% | Total employee pay expenditure ($’000)(2)(3) | | 79,373 | | 92,059 | | 16% |
(1) | The Committee considers the Company’s research and development expenditure relative to salary expenditure for all employees, to be the most appropriate metric for assessing overall spend on pay due to the nature and stage of the Company’s business. |
(2) | Total pay expenditure includes wages and salaries, social security costs, pension contributions, bonus, equity compensation plans and termination benefits. |
(3) | No distributions to shareholders were made. |
Statement of implementation of remuneration policy in 20222024 Annual base salary The annual base salary of the CEO is shown in the table below: | | | | | | | Base salary 2021 $’000 | | Base salary 2022 $’000 | Executive Directors | | | | | Kevin Lee | | 677 | | 734 |
| | | | | | | Base salary | | Base salary | | | 2023 | | 2024 | | | $’000 | | $’000 | Executive Directors | | | | | Kevin Lee | | 691 | | 756 |
Prior to 2021, Kevin Lee’s salary entitlement has been expressed in USD and converted to GBP pursuant to a mechanism set out in his service contract. To simplify administration, as of 1 January 2021, Kevin Lee’s salary has been both set, and paid, in GBP. Accordingly, Kevin Lee’s annual base salary was GBP 494,602,571,305, effective on and from 1 January 20212023 and will be GBP 544,100594,200 on and from 1 January 2022.2024. For consistency and ease of comparison, we will continue to provide disclosures in USD (converted by reference to the GBP:GBP : USD exchange rate on 31 December 20212023 of 1.34971.27313 (31 December 2020: 1.36589)2022: 1.2103)).
Benefits and pension In 2022,2024, Executive Directors are eligible for the same benefits (such as health insurance) as provided to all senior employees in the jurisdiction in which they reside. In the UK, where the CEO is based, this means that employer pension contributions are 12% of base salary for Executive Directors and employees with job title of ‘director’ and above and 10% (increased from 8% in 2021) for all other employees (or, in each case, cash equivalent at the election of the relevant employee). Bonus The CEO will be entitled to a target bonus of 65% base salary in 2022 (which is an increase from 60% in 2021),2024, with final payout of up to 135%146% of base salary in the event of ‘stretch’ performance being achieved. The bonus will be paid in cash or in an equity award, as may be agreed between the Executive Director and the Committee, and subject to the achievement of a number of corporate and personal objectives determined by the Committee. Details of the specific objectives will be disclosed when they are no longer considered commercially sensitive. Specific targetscorporate and personal objectives are commercially sensitive and therefore are not disclosed in advance. However, full details of the targets and performance against them will be disclosed when they are no longer considered commercially sensitive. Clawback In 2023, the Committee adopted a new incentive compensation recoupment policy providing for the Company’s recoupment of recoverable incentive compensation that is received by certain executive officers of the Company under certain circumstances. Such clawback policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608.
Equity Incentive Plan The Company granted the following equity incentive awards to directors and the Chairman in 20222024 up to the date of this directors’ remuneration report under the Equity Incentive Plan. These grants are a mix of RSUs and market value options, rather than being 100% market value options as was the case in prior years. This change was made following a review and benchmarking against our peers by our independent compensation advisor.options. | | | | | | | | | | | | | | | | | Form of | | Date of | | Number of Shares | | Exercise | | Face Value at Date | | Expiry | | | Director | | Award | | Grant | | Covered | | Price(1) | | of Grant(2) | | Date | | Vest Terms | Kevin Lee | | Fair market value options | | 3 January 2022 | | 100,000 | | 60.87 | | — | | 2 January 2032 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 3 January 2022 | | 20,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Janice Bourque | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Veronica Jordan | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Richard Kender | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Gregory Winter | | Fair market value options | | 3 January 2022 | | 10,000 | | 60.87 | | — | | 2 January 2032 | | Vest immediately | Kevin Lee | | Restricted Share Units | | 3 January 2022 | | 50,000 | | | | 60.87 | | | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 3 January 2022 | | 10,000 | | | | 60.87 | | | | Vest immediately | Janice Bourque | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Veronica Jordan | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Richard Kender | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately | Gregory Winter | | Restricted Share Units | | 3 January 2022 | | 5,000 | | | | 60.87 | | | | Vest immediately |
| | | | | | | | | | | | | | | | | | | | | | | | | Face | | | | | | | | | | | | | | | Value | | | | | | | | | | | Number of | | | | at Date | | | | | | | Form of | | Date of | | Shares | | Exercise | | of Grant | | Expiry | | | Director | | Award | | Grant | | Covered | | Price $(1) | | $’000(2) | | Date | | Vest Terms(3) | Kevin Lee | | Fair market value options | | 2 January 2024 | | 155,000 | | 18.08 | | — | | 2 January 2034 | | 25% vest after one year, remaining shares vest in 36 equal monthly instalments | Pierre Legault | | Fair market value options | | 2 January 2024 | | 24,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Janice Bourque | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Veronica Jordan | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Richard Kender | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Fair market value options | | 2 January 2024 | | 12,000 | | 18.08 | | — | | 2 January 2034 | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Fair market value options | | 20 February 2024 | | 24,000 | | 22.50 | | — | | 20 February 2034 | | Vest in three equal annual instalments | Kevin Lee | | Restricted Share Units | | 2 January 2024 | | 77,000 | | — | | 1,392 | | — | | 25% vest after one year, remaining shares vest in 12 equal quarterly instalments | Pierre Legault | | Restricted Share Units | | 2 January 2024 | | 12,000 | | — | | 217 | | — | | Vest in four equal quarterly instalments | Janice Bourque | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Jose-Carlos Gutierrez-Ramos | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Veronica Jordan | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Richard Kender | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Sir Gregory Winter | | Restricted Share Units | | 2 January 2024 | | 6,000 | | — | | 108 | | — | | Vest in four equal quarterly instalments | Stephen Sands(4) | | Restricted Share Units | | 20 February 2024 | | 12,000 | | — | | 270 | | — | | Vest in three equal annual instalments |
(1) | ExerciseFor options, exercise price is equal to the market value of the underlying shares at the date of grant. |
(2) | The value of equity-based awards in the table is based on the market value of underlying shares at the date of grant, less the applicable exercise price.price (if any). This was nil for fair market value options because the exercise price is equal to the market value of the underlying shares at the date of grant. Awards in the form of RSUs are valued using the market value of the underlying shares at the date of grant. Upon vesting of RSUs, the holders are required to pay a nominal fee of £0.01 per share. |
(3) | The Committee may, in its sole discretion, provide for deferred settlement of RSUs awarded to Non-Executive Directors. |
(4) | On 20 February 2024, the Board appointed Stephen Sands to the Board. Pursuant to our Amended and Restated Non-Employee Director Compensation Policy, Mr. Sands was granted an option to purchase 24,000 ordinary shares and RSUs of 12,000 ordinary shares in connection with his appointment. |
No other grants are currently proposed for 2022. 2024.
Non-Executive Directors’ fees Non-Executive Directors will receive the following annual fees for 2022,2024, which will be paid in cash, as follows. These have been increased from the 20212023 fees following review and benchmarking against our peers: | | | | | | Fees | | | (effective from 1 January 2022) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 45 | Additional fees: | | | | Audit Committee Chair | | $ | 20 | Audit Committee member | | $ | 9 | Compensation Committee Chair | | $ | 14 | Compensation Committee member | | $ | 7 | Nomination Committee Chair | | $ | 8 | Nomination Committee member | | $ | 4 | Strategic Committee member | | $ | 30 | Scientific Committee Chair | | $ | 10 | Scientific Committee member | | $ | 5 |
| | | | | | Fees | | | (effective from 1 January 2024) | | | 000s | Base fee: | | | | Board Chair | | £ | 5 | Board member | | $ | 50 | Additional fees: | | | | Audit Committee Chair | | $ | 21 | Audit Committee member | | $ | 11 | Compensation Committee Chair | | $ | 16 | Compensation Committee member | | $ | 8 | Nomination Committee Chair | | $ | 11 | Nomination Committee member | | $ | 5 | Strategic Committee member | | $ | 33 | Scientific Committee Chair | | $ | 15 | Scientific Committee member | | $ | 8 |
Non-Executive Director fees may be paid in GBP, USD, or a combination depending on the personal situation of each Non-Executive Director. Non-Executive Directors will not be eligible to participate in any performance-based incentive plans. Each Non-Executive Director will also be entitled to reimbursement of reasonable expenses and reimbursement of fees for tax advice associated with completion of international tax returns and, if relevant, any gross-up for tax due to their role as a Bicycle Therapeutics plc Non-Executive Director. In addition, a Non-Executive Director who participates on the Scientific Advisory Board and attends Scientific Advisory Board meetings will be entitled to receive a cash fee of $4,000 per meeting. Shareholder voting on remuneration matters at AGM The table below sets out the previous votes cast at our AGM in June 20212023 in respect of the Annual Remuneration Report. | | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Annual Remuneration Report | | 97.17 | | 19,098,902 | | 2.83 | | 556,551 | | 1,969,184 |
Withheld votes are not counted when calculating voting outcomes. Theprevious Directors’ Remuneration Policy is renewed at least every three years.Report and Policy.
| | | | | | | | | | | | | Votes for | | Votes against | | Votes withheld | | | % | | Number | | % | | Number | | Number | Directors' Remuneration Report | | 93.00 | | 26,084,674 | | 7.00 | | 1,964,069 | | 8,178 | Directors' Remuneration Policy | | 92.97 | | 26,075,659 | | 7.03 | | 1,971,866 | | 9,396 |
On behalf of the Board
Veronica Jordan Chair of the Compensation Committee
27 April 2022
, 2024
DATED _________________ 20192024 BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN
AdoptedThe Companies Act 2006
Public Company Limited by the Board on April 23, 2020 and approved by Shareholders on June 29, 2020 Amended and Restated by the Board on April 14, 2022 and approved by Shareholders on 2022shares
ARTICLES OF ASSOCIATION
of
COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK
T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COMBICYCLE THERAPEUTICS PLC
Table of Contents
TABLE OF CONTENTS
BICYCLE THERAPEUTICS PLC: 2020 EQUITY INCENTIVE PLAN
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.
| ADMINISTRATION AND DELEGATION
|
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards, set Award terms and conditions, and designate whether such Awards will cover Ordinary Shares or ADSs, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
| Appointment of Committees
|
To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
4.
| SHARES AVAILABLE FOR AWARDS
|
Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan (taking account of Awards granted under the Non-Employee Sub-Plan) in an aggregate amount up to 7,216,887 Shares (the “Share Reserve”) (which is the sum of: (i) 750,000 new Shares; (ii) 889,821 Shares, being a number of Shares equal to the Plan’s previously available Share Reserve as of March 31st, 2022; (iii) 2,800,882 Shares, being the number of Shares granted under the Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(a); (iv) 2,163,227 Shares, being the number of Shares granted under the Prior Plan and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b); and (v) 602,957 Shares, being the number of Shares granted under the Pre-IPO Option Contracts and which were subsisting as of March 31st, 2022 that may be granted under the Plan pursuant to Section 4.2(b)). In addition, the Share Reserve will automatically increase on January 1st of the year following the year in which the Company’s shareholders approve the Plan and ending on (and including) January 1, 2032, in an amount equal to 5% of the total number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.
Annex B Company number: 11036004 ARTICLES OF ASSOCIATION of BICYCLE THERAPEUTICS PLC (the “Company”) 4.21.
| Share Recycling.Defined terms
|
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies (including the regulations in the Companies (Model Articles) Regulations 2008 (SI 2008/3229)) shall apply as the articles of the Company. The following shall be the articles of association of the Company. 2.1 | In these Articles, the following words and expressions shall have the meanings set out below: |
“Act” means the Companies Act 2006 “address” includes any number or address used for the purposes of sending or receiving documents or information by electronic means “Articles” means these articles of association as altered from time to time and Article shall be construed accordingly “Beneficial Ownership Limitation” means 9.99% of any class of securities of the Company registered under the Exchange Act, which percentage may be increased or decreased on a holder-by-holder basis by a holder of Non-Voting Ordinary Shares to such other percentage as such holder may designate in writing (with any increase to be effective upon at least sixty one days’ notice) to the Company, provided, however, that: (i) any such increase shall not exceed 19.9% of any class of securities of the Company registered under the Exchange Act; and (ii) any such increase or decrease shall only be applicable to such holder in relation to such securities. For the purpose of calculating the Beneficial Ownership Limitation, a holder may rely on the number of outstanding shares of the subject class as stated in the most recent of the following: | (a) | the Company’s most recent periodic or annual filing; |
| (a)(b)
| If all or any part of an Award or Awards granted under the Plan or the Non-Employee Sub-Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares coveredmore recent public announcement by the AwardCompany that is publicly filed; or Awards granted under the Plan or the Non-Employee Sub-Plan will, as applicable, become or again be available for Awards granted under the Plan and/or the Non-Employee Sub-Plan.
|
| (b)(c)
| If all or any part of an option or options to acquire unissued Shares that was granted undera more recent notice by the Prior PlanCompany or the Pre-IPO Option Contracts and which is subsisting asCompany’s registrar to the holder setting forth the number of the Original Effective Date expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised or is withheld to satisfy a tax withholding obligation in connection with an option or to satisfy a purchase or exercise price of an option, in each case on or after the Original Effective Date, the unused Shares covered by such option or options under the Prior Plan or Pre-IPO Option Contracts (as applicable) shall increase the Share Reserve and shall become available for Awards granted under the Plan and/or the Non-Employee Sub-Plan subject to a maximum of (i) 2,645,465 Shares in respect of the Prior Plan; and (ii) 1,008,547 Shares in respect of the Pre-IPO Option Contracts.
|
4.3
| Incentive Option Limitations.shares then outstanding.
|
Subject to adjustment under Section 8, no more than 21,650,000 SharesUpon the written request of a holder (which may be issued pursuantby email with confirmation), the Company shall, within five business days thereof, confirm in writing to such holder (which may be via email) the exercisenumber of Incentive Options.shares then outstanding
In connection with an entity’s merger or consolidation with“Board” means the board of Directors for the time being of the Company or the Company’s acquisition of an entity’s propertyDirectors present or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards maydeemed to be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Share Reserve (nor shall Shares subject topresent at a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stockduly convened quorate meeting of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
The Administrator may grant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement
4.6
| Prior Plan and Pre-IPO Option Contracts.
|
Upon“business day” means a day other than Saturday, Sunday or other day on which commercial banks in New York and/or London are authorised or required by law to remain closed
“certificated shares” means a share which is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly “clear days” in relation to a period of notice, means that period excluding the Original Effective Date, (1) no further new awards may be granted over Shares underday when the Prior Plannotice is served or pursuant to the Pre-IPO Option Contracts; and (2) the number of Shares subject to the Prior Plan’s Available Reserve shall ceasedeemed to be available for grant under the Prior Plan and shall become available for grant hereunder pursuant to Section 4.1 above. 5.
| OPTIONS AND SHARE APPRECIATION RIGHTS
|
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Rightserved and the conditionsday for which it is given or on which it is to take effect
“Companies Acts” means the Act, the Companies Act 1985 and, limitations applicablewhere the context requires, every other statute from time to the exercise of each Optiontime in force concerning companies and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive fromaffecting the Company upon exercise “Director” means a director for the time being of the exercisable portionCompany “electronic facility” means, without limitation, website addresses and conference call systems, and any device, system, procedure, method or other facility whatsoever providing an electronic means of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Planattendance at or that the Administrator may imposeparticipation in (or both attendance at and payable in cash, Shares valued at Fair Market Value orparticipation in) a combination of the two as the Administrator may determine or provide in the Award Agreement. A Participant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are delivered in settlement of the Option or Share Appreciation Right. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, asgeneral meeting determined by the Company, or (ii) Shares may not be purchased or sold byBoard pursuant to Article 45
“Exchange Act” means U.S. Securities Exchange Act of 1934 and the applicable Participant duerules and regulations promulgated thereunder “FSMA” means the Financial Services and Markets Act 2000 “electronic form” has the meaning given to any Company insider trading or dealing policy (including blackout periods), the termit in section 1168 of the Option or Share Appreciation Right shall be extended untilAct “electronic means” has the date that is thirty (30) days after the endmeaning given to it in section 1168 of the legal prohibition, black-out period, as determined byAct “Listing” means the Company; provided, however, in no event shall the extension last beyond the ten year termlisting of the applicable Option or Share Appreciation Right. NotwithstandingCompany’s Ordinary Shares (in the foregoing, if the Participant, prior to the endform of the termAmerican depositary shares) on NASDAQ “member” means a member of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, or any of its Subsidiaries,where the rightcontext requires, a member of the Participant andBoard or of any committee “NASDAQ” means The NASDAQ Stock Market LLC “NASDAQ Rules” means the Participant’s transfereesrules of NASDAQ “Non-Voting Ordinary Shares” means the Company’s non-voting ordinary shares with a nominal value of £0.01 each “Non-Voting Ordinary Shares Re-Designation Notice” has the meaning given to exercise any Option or Share Appreciation Right issuedit in Article 10.7 “Office” means the registered office from time to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the endtime of the term of an OptionCompany “Operator” means Euroclear UK and Ireland Limited or Share Appreciation Right,such other person as may for the Participant istime being be approved by HM Treasury as Operator under the uncertificated securities rules “Ordinary Shares” has the meaning given notice by the Companyto it in Article 4 “paid up” means paid up or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspendedcredited as paid up
from“participating class” means a class of shares title to which is permitted by the timeOperator to be transferred by means of a relevant system
“Register” means the register of members of the deliveryCompany to be maintained under the Act or as the case may be any overseas branch register maintained under Article 117 “relevant system” means a computer-based system which allows units of such notice untilsecurities without written instruments to be transferred and endorsed pursuant to the earlier of (i) such time as it is determined or otherwise agreed thatuncertificated securities rules “Seal” means the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective datecommon seal of the Participant’s Termination of ServiceCompany or, where the context allows, any official seal kept by the Company or any of its Subsidiaries for Cause (in which case the rightunder section 50 of the Participant andAct “Secretary” means the Participant’s transferees to exercisesecretary of Company for the time being “uncertificated securities rules” means any Option or Share Appreciation Right issuedprovision of the Companies Acts relating to the Participant will terminate immediately upon the effective dateholding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such Terminationprovision (including the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for them time being in force) “uncertificated share” means a share of Service).a class which is at the relevant time a participating class, title to which is recorded on the Register as being held in uncertificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
| Payment Upon Exercise.
|
Subject to any Company insider trading or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
| (a)
| cash, wire transferHeadings are used for convenience only and shall not affect the construction or interpretation of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
|
| (b)
| if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
|
| (c)
| to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price;
|
| (d)
| to the extent permitted by the Administrator, except with respect to Incentive Options, surrendering Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date; have a value sufficient to pay the exercise price
|
| (e)
| to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
|
| (f)
| to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.these Articles.
|
6.2.3
| A RESTRICTED SHARES; RESTRICTED SHARE UNITS; PERFORMANCE SHARE UNITSperson includes a natural person, a corporate or an unincorporated body (whether or not having separate legal personality). |
6.12.4
| General.Words in the singular shall include the plural and vice versa.
|
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the
2.5 | A reference to one gender shall include a reference to the other gender. |
2.6 | A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
2.7 | Any words or expressions defined in the Companies Acts in force when these Articles or any part of these Articles are adopted shall (if not inconsistent with the subject or context in which they appear) have the same meaning in these Articles or that part, save that the word company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
2.8 | A reference to a document being signed or to signature includes references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
2.9 | A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
2.10 | A reference to documents or information being sent or supplied by or to a company (including the Company) shall be construed in accordance with section 1148(3) of the Act. |
Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
Each Restricted Share, Restricted Share Unit or Performance Share Unit will vest at such times and as specified in the Award Agreement, provided that the vesting schedule of a Restricted Share, Restricted Share Unit or Performance Share Unit will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the normal vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit (i) the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading or dealing policy (including blackout periods), the vesting date of the Restricted Share, Restricted Share Unit or Performance Share Unit shall be deferred until the end of the legal prohibition, black-out period, as determined by the Company. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share, Restricted Share Unit or Performance Share Unit, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share, Restricted Share Unit or Performance Share Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
6.3
| Restricted Shares.A reference to a meeting:
|
| (a) | Dividends.shall mean a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some (but not all) of those persons entitled to be present, attend and participate by means of electronic facility or facilities, and such persons shall be deemed to be present at that meeting for all purposes of the Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly; and
|
Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Restricted Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
| (b) | Certificates.shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
|
2.12 | If any Article (or part thereof) is or becomes inconsistent with any laws or regulations of any country to which affairs of the Company are subject such laws or regulations shall prevail and the relevant Article (or part thereof) shall be construed accordingly. |
2.13 | References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Acts or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly. |
2.14 | Nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it. |
Subject to the Companies Acts, where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution. The capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each (“Ordinary Shares”) and an unlimited number of Non-Voting Ordinary Shares conferring on the holders the rights and being subject to the restrictions set out in this Article 10. The liability of the members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. The Company may require thatchange its name by resolution of the Participant deposit in escrowBoard. 7. | Power to Attach Rights to Shares |
Subject to the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the Company (or its designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank.may by ordinary resolution determine, or if no ordinary resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine.
6.4
| Restricted Share Units.
|
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
6.5
| Performance Share Units.
|
The Administrator may provide that settlement of Performance Share Units will occur upon or as soon as reasonably practicable after the Performance Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.
A Participant will have no rights of a shareholder with respect to Shares subject to any Performance Share Unit unless and until the Shares are delivered in settlement of the Performance Share Unit.
7.
| OTHER SHARE BASED AWARDS
|
Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
8. | ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTSAllotment of Shares and Pre-Emption
|
8.1 | Equity Restructuring.Subject to the Companies Acts, these Articles and to any relevant authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without conferring rights of renunciation), grant options over or otherwise deal with or dispose of shares or grant rights to subscribe for or convert any security into shares to such persons, at such times and upon such terms as the Board may decide. No share may be issued at a discount.
|
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will equitably adjust the Share Reserve, the number of Shares available for the grant of Incentive Options under Section 4.3 above and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
8.2 | The Board may, at any time after the allotment of any share but before any person has been entered in the Register, recognise a renunciation by the allottee in favour of some other person and accord to the allottee of a share a right to effect such renunciation and/or allow the rights to be represented to be one or more participating securities, in each case upon and subject to such terms and conditions as the Board may think fit to impose. |
8.3 | Under and in accordance with section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares up to an aggregate nominal amount equal to the Section 551 Amount (as defined below). |
8.4 | Under and within the terms of the said authority or otherwise in accordance with section 570 of the Act, the Directors shall be empowered during each prescribed period to allot equity securities (as defined by the Act) wholly for cash: |
| (a) | in connection with a rights issue; and |
| (b) | otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 Amount (as defined below). |
8.5 | During each prescribed period the Company and its Directors by such authority and power may make offers or agreements which would or might require equity securities or other securities to be allotted after the expiry of such period. |
8.6 | For the purposes of this Article 8: |
| (a) | rights issue means an offer of equity securities (as defined by the Act) open for acceptance for a period fixed by the Board to holders of equity securities on the Register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the Board may deem necessary or expedient with regard to treasury shares, fractional entitlements or legal or practical problems under the laws of any territory or under the requirements of any recognised regulatory body or stock exchange in any territory; |
| (b) | prescribed period means any period (not exceeding five years on any occasion) for which the authority, in the case of Article 8.3, is conferred or renewed by ordinary or special resolution stating the Section 551 Amount and in the case of Article 8.4 is conferred or renewed by special resolution stating the Section 561 Amount; |
| (c) | Section 551 Amount means for any prescribed period, the amount stated in the relevant ordinary or special resolution; |
| (d) | Section 561 Amount means for any prescribed period, the amount stated in the relevant special resolution; and |
| (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. |
8.29.
| Corporate Events.Redeemable Shares
|
Subject to the Companies Acts and to any rights attaching to existing shares, any share may be issued which can be redeemed or is liable to be redeemed at the option of the Company or the holder. The Board may determine the terms, conditions and manner of redemption of any redeemable shares which are issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these Articles. 10.1 | The Ordinary Shares shall rank pari passu as a single class. The Non-Voting Ordinary Shares shall rank pari passu as a single class and pari passu with the Ordinary Shares save as set out in Article 10.6 below. |
10.2 | In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to members shall be distributed amongst all holders of the Ordinary Shares and Non-Voting Ordinary Shares (if any) in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. |
| (a) | Subjectconsolidation or merger of the Company with or into another entity or entities (whether or not the Company is the surviving entity) as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to Section 8.2(b) below, inelect a majority of the eventBoard immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of any Equity Restructuring, dividendthe Board;
|
| (b) | sale or other distribution (whether intransfer by the form of cash, Shares, other securities, or other property), capitalization, share issue, offer, subdivision, reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other dispositionCompany of all or substantially all of theits assets of(determined either for the Company alone or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company ortogether with its financial statements or any change in any Applicable Laws or accounting principles (any “Corporate Event”), the Administrator,subsidiaries on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Laws or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in, or prevent a breach of, Applicable Laws or accounting principles: |
| (i)
| To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Ordinary Shares in connection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;
|
| (ii)
| To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
|
| (iii)
| To provide that such Award be assumed by the successor or survivor corporation, or a parent or Subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
|
| (iv)
| To make adjustments in the number and type of shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
|
| (v)
| To replace such Award with other rights or property selected by the Administrator; and/consolidated basis); or
|
| (vi)(c)
| To provide thatsale, transfer or issuance or series of sales, transfers and/or issues of shares by the Award will terminateCompany or the holders thereof, as a result of which the holders of the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board immediately prior to such sale or issue cease to own the Company’s outstanding shares possessing the voting power (under ordinary circumstances) to elect a majority of the Board, shall be deemed to be a liquidation, dissolution and cannot vest,winding up of the Company for purposes of Article 10.2 (unless the Board determine otherwise), and the holders of the Ordinary Shares and the Non-Voting Ordinary Shares (if any) shall be exercisedentitled to receive from the Company the amounts payable with respect to the Ordinary Shares and the Non-Voting Ordinary Shares (if any) on a liquidation, dissolution or become payable afterwinding up of the applicable transaction Company under Article 10.2 in cancellation of their Ordinary Shares or event.Non-Voting Ordinary Shares (if any) upon the completion of any such transaction.
|
10.4 | At a general meeting of the Company and at any separate class meeting of the holders of Ordinary Shares, where a holder of Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Ordinary Share held. |
10.5 | A holder of Ordinary Shares is entitled to receive notice of any general meeting of the Company (and notice of any separate class meeting of the holders of Ordinary Shares) and a copy of every report, accounts, circular or other document sent out by the Company to members. A holder of Non-Voting Ordinary Shares is entitled to receive notice of any separate class meeting of the holders of Non-Voting Ordinary Shares and a copy of every report, accounts, circular or other document (not being a notice of a general meeting of the shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares, or any accompanying proxy statement or circular in respect of such general meeting) sent out by the Company to members. |
The Administrator need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award.
10.6 | The Non-Voting Ordinary Shares shall have the same rights and restrictions as the Ordinary Shares and shall otherwise rank pari passu in all respects with the Ordinary Shares and a holder of Non-Voting Ordinary Shares shall be subject to the same obligations and liabilities as a holder of Ordinary Shares save as set out below: |
| (b)(a)
| Ina holder of Non-Voting Ordinary Shares shall, in relation to the eventNon-Voting Ordinary Shares held by him, have no right to receive notice of, or to attend or vote at, any general meeting of shareholders save in relation to a variation of class rights of the Non-Voting Ordinary Shares. At any such general meeting of the Company in relation to a variation of class rights of the Non-Voting Ordinary Shares and at any separate class meeting of the holders of Non-Voting Ordinary Shares, where a holder of Non-Voting Ordinary Shares is entitled to vote, such holder is entitled to one vote for each Non-Voting Ordinary Share held; and
|
| (b) | the Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Company (acting by the Board, or a duly authorised committee or representative thereof): |
| (i) | upon delivery by a holder of Non-Voting Ordinary Shares to the Company of a Change in Control, Awards will vest in full effective immediately priorNon-Voting Ordinary Share Re-Designation Notice and otherwise subject to the occurrenceterms and conditions set out in Article 10.7 below; and/or |
| (ii) | automatically upon a transfer of a Non-Voting Ordinary Share by its holder to any person that is not an “affiliate” or “group” member with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act. For the avoidance of doubt, the automatic re-designation under this Article 10.6(b)(ii) shall only be in respect of the Non-Voting Ordinary Share(s) that is/are the subject of such Change in Control. Any such Awards granted intransfer and not any other Non-Voting Ordinary Shares held by the form of Options may be exercised immediately prior to the occurrence of such Change in Control or within such period thereafter not exceeding 6 months as the Administrator shall determine. Any Options not exercised within such period shall lapse.holder. |
8.310.7
| Administrative Stand Still.
|
In the event of any pending Corporate Event or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such Corporate Event or other similar transaction.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 8.
9.
| A holder of Non-Voting Ordinary Shares may elect to have some or all of their Non-Voting Ordinary Shares re-designated as Ordinary Shares by providing a written notice (a “GENERAL PROVISIONS APPLICABLE TO AWARDSNon-Voting Ordinary Share Re-Designation Notice”) to the Company, specifying the number of Non-Voting Ordinary Shares he wishes to have re-designated as Ordinary Shares and including instructions as to whether the relevant Ordinary Shares are to be held in certificated or uncertificated form in accordance with Article 10.9(c) below and in the case of Ordinary Shares to be held in uncertificated form the details of the relevant account of the holder of Non-Voting Ordinary Shares’ broker into which they are to be credited in accordance with Article 10.9(c)(ii) below, and being accompanied by the relevant share certificate(s) (or indemnity in respect of such share certificate or other evidence as the Company may require) in respect of the relevant Non-Voting Ordinary Shares, save that a holder of Non-Voting Ordinary Shares shall not be entitled to have any Non-Voting Ordinary Shares re-designated as Ordinary Shares where such re-designation would result in such holder thereof beneficially owning (for purposes of section 13(d) of the Exchange Act), when aggregated with “affiliates” and “group” members with whom such holder is required to aggregate beneficial ownership for purposes of section 13(d) of the Exchange Act, in excess of the Beneficial Ownership Limitation (and the Company shall be entitled to receive written confirmation from such holder of this fact prior to the re-designation as Ordinary Shares of the relevant Non-Voting Ordinary Shares). |
9.110.8
| Transferability.Within three business days following delivery of a Non-Voting Ordinary Share Re-Designation Notice to the Company, and such documentation and/or confirmations as the Company may reasonably request as specifically provided for in Article 10.7, the relevant Non-Voting Ordinary Shares shall be re-designated as Ordinary Shares by the Board, or a duly authorised committee or representative thereof.
|
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.210.9
| Documentation.Following any re-designation of Non-Voting Ordinary Shares in accordance with Article 10.6(b)(i) above, the Company shall:
|
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
| 9.3(a)
| Discretion.procure that the Register is updated to reflect the re-designation;
|
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
| (b) | where less than all of the Non-Voting Ordinary Shares represented by any certificate delivered in accordance with Article 10.7 above are re-designated as Ordinary Shares, issue and deliver to the holder |
a new certificate in respect of the balance of Non-Voting Ordinary Shares comprised in the surrendered certificate within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; and | (i) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in certificated form, issue and deliver to the holder a new certificate in respect of the appropriate number of Ordinary Shares within fourteen days of the date of re-designation to such holder, by post to its address as shown in the Register, at his, her or its own risk and free of charge; or |
| (ii) | where the Ordinary Shares into which the Non-Voting Ordinary Shares are to be re-designated are to be held in uncertificated form, procure that the appropriate number of Ordinary Shares are credited to the relevant account of the holder of Non-Voting Ordinary Shares’ broker in the relevant system as specified in the Non-Voting Ordinary Share Re-Designation Notice within two business days of the date of re-designation. |
9.410.10
| TerminationUpon the re-designation of Status.the Non-Voting Ordinary Shares as Ordinary Shares, such Ordinary Shares shall rank pari passu with the other Ordinary Shares of the Company in all respects.
|
If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise. 12.1 | Subject to the Companies Acts, the rights attached to any class of shares can be varied or abrogated either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued share of that class (excluding any shares of that class held as treasury shares) or with the authority of a special resolution passed at a separate meeting of the holders of the relevant class of shares known as a class meeting. |
12.2 | The provisions of this Article will apply to any variation or abrogation of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this Article. |
12.3 | All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that: |
| (a) | the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third (33 1/3 percent) in number of the nominal amount paid up on the issued shares of the class) (excluding any shares of that class held as treasury shares).; and |
| (b) | if at any adjourned meeting of such holders such quorum as set out above is not present, at least one person holding shares of the class who is present in person or by proxy shall be a quorum. |
12.4 | The Board may convene a class meeting whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated BeneficiaryCompany may exercise rights under the Award, if applicable. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes (which includes any social security contributions or the like) required by law to be withheld or paid by the Company or by any Subsidiary that is the employing entity of the Participant in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any paymentissue of any kind otherwise due to a Participant. Subject to any Company insider tradingshares or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) inthe sale for cash by wire transfer of immediately available funds, by check made payable to the ordertreasury shares exercise all powers of the Company, provided that the Company may limit the use of the foregoing payment forms if onepaying commission and brokerage conferred or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/or social security withholding, provided thatCompanies Acts. Any such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax and/or social security withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.6
| Amendment of Award; Repricing.
|
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an Incentive Option to a Non-Qualified Option, or by amending, waiving or relaxing any Performance Condition. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10.6. Without limitation to the foregoing, the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.
commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or other securities or the grant of an option to call for an allotment of shares or any combination of such methods. 9.714.
| Conditions on Delivery of Shares.Trusts Not Recognised
|
TheExcept as otherwise expressly provided by these Articles, required by law or as ordered by a court of competent jurisdiction, the Company willshall not recognise any person as holding any share on any trust, and the Company shall not be obligatedbound by or required in any way to deliverrecognise (even when having notice of it) any Shares underequitable, contingent, future, partial or other claim to or interest in any share other than an absolute right of the Plan or remove restrictions from Shares previously delivered underholder of the Plan until (i) all Award conditions have been met or removed towhole of the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares (including payment of nominal value) have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii)��the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.share.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
| Additional Terms of Incentive Options.
|
The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
10.15.
| MISCELLANEOUSUncertificated Shares
|
10.115.1
| No RightUnder and subject to Employmentthe uncertificated securities rules, the Board may permit title to shares of any class to be evidenced otherwise than by certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or Other Status.that title to such a class shall cease to be transferred by means of any particular relevant system.
|
15.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
| (a) | the holding of shares of that class in uncertificated form; |
| (b) | the transfer of title to shares of that class by means of a relevant system; or |
| (c) | any provision of the uncertificated securities rules, |
No person willand, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any claimrespect inconsistent with the maintenance, keeping or right to be granted an Award, andentering up by the grantOperator, so long as that is permitted or required by the uncertificated securities rules, of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly providedOperator register of securities in an Award Agreement.respect of that class of shares in uncertificated form.
10.215.3
| No RightsOrdinary Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as Shareholder; Certificates.provided in the uncertificated securities rules.
|
15.4 | If, under these Articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these Articles and the Companies Acts, such entitlement shall include the right of the Board to: |
| (a) | require the holder of the uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the Board requires; |
| (b) | appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and |
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company
(or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
| (c) | take such other action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
10.315.5
| Effective DateUnless the Board determines otherwise, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form but a class of shares shall not be treated as two classes simply because some shares of that class are held in certificated form and Termothers in uncertificated form.
|
15.6 | Unless the Board determines otherwise or the uncertificated securities rules require otherwise, any shares issued or created out of Plan.or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
15.7 | The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). |
The Plan in its amended and restated form will become effective on the day it is approved by the Company’s shareholders (the “Effective Date”) and, unless earlier terminated by the Board, will remain in effect until the tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with its terms. No Incentive Option may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the Effective Date.
10.416.1
| AmendmentEvery person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the Register as a holder of Plan.any certificated shares shall be entitled, without charge, to receive within the time limits prescribed by the Companies Acts (unless the terms of issue prescribe otherwise) one certificate for all of the shares of that class registered in his name.
|
16.2 | The Company shall not be bound to issue more than one certificate in respect of shares held jointly by two or more persons. Delivery of a certificate to the person first named in the Register shall be sufficient delivery to all joint holders. |
16.3 | Where a member has transferred part only of the shares comprised in a certificate, the member shall be entitled without charge to a certificate for the balance of such shares to the extent that the balance is to be held in certificated form. Where a member receives more shares of any class, the member shall be entitled without charge to a certificate for the extra shares of that class to the extent that the balance is to be held in certificated form. |
16.4 | A share certificate may be issued under Seal (by affixing the Seal to or printing the Seal or a representation of it on the certificate) or signed by at least two Directors or by at least one Director and the Secretary. Such certificate shall specify the number and class of the shares in respect of which it is issued and the amount or respective amounts paid up on it. The Board may be resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person. |
16.5 | Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery. |
17. | Replacement Certificates |
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Share Reserve, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.517.1
| ProvisionsAny two or more certificates representing shares of any one class held by any member may at the request of the member be cancelled and a single new certificate for Foreign Participants.such shares issued in lieu without charge on surrender of the original certificates for cancellation.
|
The Administrator may modify Awards granted to Participants who are nationals of, or employed in, a jurisdiction outside the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary in the Administrator’s discretion to grant Awards under any tax-favourable regime that may be available in any jurisdiction.
The following provisions only apply to Participants subject to tax in the United States.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
| (b)17.2
| Separation from Service.Any certificate representing shares of any one class held by any member may at the request of the member be cancelled and two or more certificates for such shares may be issued instead.
|
If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
| (c)17.3
| PaymentsIf a share certificate is defaced, worn out or said to Specified Employees.be stolen, lost or destroyed, it may be replaced on such terms as to evidence and indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
|
Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
10.717.4
| LimitationsThe Board may require the payment of any exceptional out-of-pocket expenses of the Company incurred in connection with the issue of any certificates under this Article. In the case of shares held jointly by several persons, any such request as is mentioned in this Article may be made by any one of the joint holders.
|
18. | Lien on Liability.Shares not Fully Paid |
NotwithstandingThe Company shall have a first and paramount lien on every share, not being a fully paid share, for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien over a share takes priority over any third party’s interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and, if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.Article.
10.819.
| Data Privacy.Enforcement of Lien by Sale
|
The Company may sell, in such manner as the Board may decide, any share over which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale, in the case of a certificated share, the Board may authorise some person to sign an instrument of transfer of the share sold to, or in accordance with the directions, of the buyer. In the case of an uncertificated share, the Board may require the Operator to convert the share into certificated form and after such conversion, authorise any person to sign the instrument of transfer of the share to affect the sale of the share. The buyer shall not be bound to see to the application of the purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale. 20. | Application of Proceeds of Sale |
The net proceeds of any sale of shares subject to any lien, after payment of the costs, shall be applied: | (a) | As a condition for receiving any Award, each Participant acknowledges thatfirst, in or towards satisfaction of so much of the Company and any Subsidiary may collect, use and transfer, in electronic or other form, personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company (as above) may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company (as above); and Award details,amount due to implement, manage and administer the Plan and Awards (the “Data”). The Company (as above) may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company (as above) may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant acknowledges that such recipients may receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or of the liability or engagement (as the case may be) as is presently payable or is liable to be presently fulfilled or discharged; and
|
| (b) | second, any residue shall be paid to the person who was entitled to the share at the time of the sale but only after the certificate for the shares sold has been surrendered to the company for cancellation, or an indemnity in a form reasonably satisfactory to the directors has been given for any lost certificates, and subject to a like lien for debts or liabilities not presently payable as existed on the share prior to the sale. |
21.1 | Subject to these Articles and the terms on which the shares are allotted, the Board may from time to time make calls on the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the terms of issue. |
21.2 | Each member shall (subject to the Company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made and whether or not by instalments) pay to the Company as required by the notice the amount called on such member’s shares. |
21.3 | A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. |
21.4 | A call may be revoked or postponed, in whole or in part, as the Board may decide. |
21.5 | Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which the call is required to be paid. |
22. | Liability of Joint Holders |
ParticipantThe joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay all expenses that have been incurred by the Company by reason of such non-payment together with interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Board may electdecide. The Board may waive payment of the interest or the expenses in whole or in part. 24. | Power to Differentiate |
On or before the issue of shares, the Board may decide that allottees or holders of shares can be called on to depositpay different amounts or that they can be called on at different times. 25. | Payment of Calls in Advance |
The Board may, if it thinks fit, receive from any Shares.member willing to advance the same, all or any part of the monies uncalled and unpaid on the shares held by him. Such payment in advance of calls shall, to the extent of the payment, extinguish the liability on the shares on which it is made. The Data related to a Participant will be held onlyCompany may pay interest on the money paid in advance, or so much of it as longexceeds the amount for the time being called upon the shares in respect of which such advance has been made, at such rate as necessary to implement, administer, and manage the Participant’s participation in the Plan. A ParticipantBoard may decide. The Board may at any time viewrepay the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant and recommend any necessary corrections to the Data regarding the Participantamount so advanced by giving at least three months’ notice in writing without cost, by contactingto such member of its intention to do so, unless before the local human resources representative.expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. | (b)26.
| For the purpose of operating the Plan in the European Union and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the privacy notice which is provided to each Participant.
|
10.9
| Severability.Notice if Call or Instalment Not Paid
|
If any portionmember fails to pay the whole of any call (or any instalment of any call) by the date when payment is due, the Board may at any time give notice in writing to such member (or to any person entitled to the shares by transmission), requiring payment of the Plan oramount unpaid (and any action taken under it is held illegal or invalid foraccrued interest and any expenses incurred by the Company by reason of such non-payment) by a date not less than 14 clear days from the illegality or invalidity will not affect the remaining partsdate of the Plan,notice. The notice shall name the place where the payment is to be made and state that, if the Plannotice is not complied with, the shares in respect of which such call was made will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action willliable to be null and void.forfeited. 10.1027.
| Governing Documents.Forfeiture for Non-Compliance
|
If the notice referred to in Article 26 is not complied with, any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unlessshare for which it is expressly specified in such Award Agreement or other written document that a specific provisionwas given may be forfeited, by resolution of the Plan will not apply. All Awards will be subjectBoard to Applicable Laws on insider trading and dealing andthat effect, at any specific insider trading or dealing policy adoptedtime before the payment required by the Company.
10.11
| Governing Law and Jurisdiction.
|
The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.
10.12
| Claw-back Provisions.
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time to time to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
10.13
| Other Group Company policies
|
All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies to the relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time.notice has been made. Such
forfeiture shall include all dividends declared or other monies payable in respect of the forfeited shares and not paid before the forfeiture. 10.1428.
| Titles and Headings.Notice After Forfeiture
|
When any share has been forfeited, notice of the forfeiture shall be served on the holder of the share or the person entitled to such share by transmission (as the case may be) before forfeiture. An entry of such notice having been given and of the forfeiture and the date of forfeiture shall immediately be made in the Register in respect of such share. However, no forfeiture shall be invalidated by any omission to give such notice or to make such entry in the Register. 29. | Forfeiture may be Annulled |
The titlesBoard may annul the forfeiture of a share, at any time before any forfeited share has been cancelled or sold, re-allotted or otherwise disposed of, on the terms that payment shall be made of all calls and headingsinterest due on it and all expenses incurred in respect of the Plan are for convenience of reference onlyshare and if any conflict,on such further terms (if any) as the Plan’s text, rather than such titles or headings, will control.Board shall see fit. 10.15
| Conformity to Applicable Laws.
|
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that all Participant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
10.16
| Relationship to Other Benefits.
|
No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.17
| Broker-Assisted Sales.
|
In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing and disposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or any Subsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
11.30.
| DEFINITIONSSurrender
|
As usedThe Board may accept the surrender of any share liable to be forfeited and, in any event, references in these Articles to forfeiture shall include surrender.
31. | Sale of Forfeited Shares |
31.1 | A forfeited share shall become the property of the Company. |
31.2 | Subject to the Companies Acts, any such share may be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board thinks fit. |
31.3 | The Board may, for the purposes of the disposal, authorise some person to transfer the share in question and may enter the name of the transferee in respect of the transferred share in the Register even if no share certificate is lodged and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the share. The Company may receive the consideration (if any) given for the share on its disposal. |
A member whose shares have been forfeited shall cease to be a member in respect of such forfeited shares and shall surrender the Plan, the following words and phrases will have the following meanings: “ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected bycertificate for such shares to the Company and which are registered pursuantfor cancellation. Such member shall remain liable to a Form F-6.
“Administrator” means the Board or a Committeepay to the extentCompany all sums which at the date of forfeiture were presently payable by him to the Company in respect of such shares with interest (not exceeding the Bank of England base rate by two percentage points) from the date of the forfeiture to the date of payment. The Directors may waive payment of interest wholly or in part and may enforce payment, without any reduction or allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.
33. | Evidence of Forfeiture |
A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the Board’s powersfacts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share. The person to whom the share is transferred or authority undersold shall not be bound to see to the Plan have been delegatedapplication of the purchase money or other consideration (if any), nor shall his title to such Committee. “Applicable Laws” meansthe share be affected by any applicable laws, including without limitation: (a) the requirementsact, omission or irregularity relating to or connected with the administrationproceedings in reference to the forfeiture or disposal of equity incentive plans under English, U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whethershare.
U.S. federal, state, local or foreign, applicable in the United Kingdom, United States or any other relevant jurisdiction.
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share Based Awards.
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
“Board” means the Board of Directors of the Company.
“Cause” means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
“Change in Control” means and includes each of the following:
34.1 | Subject to these Articles: |
| (a) | each member may transfer all or any of his shares which are in certificated form by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a Sale;transfer of a share which is not fully paid up) by or on behalf of the transferee. All instruments of transfer, when registered, may be retained by the Company. |
| (b) | each member may transfer all or any of his shares which are in uncertificated form by means of a Takeover.relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules. No provision of these Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred. |
The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
“Company” means Bicycle Therapeutics Plc, registered in England and Wales with company number 11036004, or any successor.
“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.
34.2 | The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of it. |
35. | Right to Refuse Registration of Transfer |
35.1 | The Board may, in its absolute discretion, refuse to register any transfer of a share in certificated form (or renunciation of a renounceable letter of allotment) unless: |
| (a) | it is for a share which is fully paid up; |
| (b) | it is for a share upon which the Company has no lien; |
| (c) | it is only for one class of share; |
| (d) | it is in favour of a single transferee or no more than four joint transferees; |
| (e) | it is duly stamped or is duly certificated or otherwise shown to the satisfaction of the Board to be exempt from stamp duty (if this is required); and |
| (f) | is delivered for registration to the Office (or such other place as the Board may determine), accompanied (except in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor (or person renouncing) and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. |
35.2 | The Board shall not refuse to register any transfer or renunciation of partly paid shares which are admitted to, or for which certificated or uncertificated depositary instruments over such shares are admitted to, NASDAQ on the grounds that they are partly paid shares in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis. |
35.3 | Transfers of shares will not be registered in the circumstances referred to in Article 72. |
35.4 | The Board may refuse to register a transfer of uncertificated shares in any circumstances that are allowed or required by the uncertificated securities rules and the relevant system. |
36. | Notice of Refusal to Register a Transfer |
“Corporate Event” hasIf the meaning givenBoard refuses to register a transfer of a share it in Section 8.2(a).
“Designated Beneficiary” meansshall notify the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
“Director” means a Board member.
“Disability” means a permanent and total disability under Section 22(e)(3)transferee of the Code, as amended.
“Effective Date” hasrefusal and the meaning given toreasons for it in Section 10.3.
“Employee” means any employee ofwithin two months after the date on which the transfer was lodged with the Company or its Subsidiaries.the instructions to the relevant system received. Any instrument of transfer which the Board refuses to register shall be returned to the person depositing it (except if there is suspected or actual fraud). All instruments of transfer which are registered may be retained by the Company.
37. | No Fees on Registration |
“Equity Restructuring” meansNo fee shall be charged for registration of a nonreciprocal transaction betweentransfer or other document or instruction relating to or affecting the title to any share or for making any other entry in the Register.
38. | Other Powers in Relation to Transfers |
Nothing in these Articles shall prevent the Board: | (a) | from recognising a renunciation of the allotment of any share by the allottee in favour of another person; or |
| (b) | (if empowered to do so by these Articles) from authorising any person to execute an instrument of transfer of a share and from authorising any person to transfer that share in accordance with any procedures implemented under Article 19. |
39. | Transmission of Shares on Death |
If a member dies, the survivors or survivor (where the member was a joint holder), and his executors or administrators (where the member was a sole or the only survivor of joint holders), shall be the only persons recognised by the Company and its shareholders, such as having any title to his shares. Nothing in these Articles shall release the estate of a deceased member from any liability for any share dividend, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for Shares as quoted on such exchange for the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.
“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Employee Sub-Plan” means the Non-Employee Sub-Plan to the Plan adopted by the Board.
“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
“Option” means an option to purchase Shares.
“Ordinary Share” means an ordinary share of £0.01 each in the capital of the Company.
“Original Effective Date” means June 29, 2020.
“Other Share Based Awards” means awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
“Participant” means a Service Provider who has been granted an Award.solely or jointly held by such member.
40. | Election of Person Entitled By Transmission |
40.1 | Any person becoming entitled to a share because of the death or bankruptcy of a member, or otherwise by operation of law, may (on such evidence as to his title being produced as the Board may require) elect either to become registered as a member or to have some person nominated by him registered as a member. If such person elects to become registered himself, he shall notify the Company to that effect. If such person elects to have some other person registered, he shall execute an instrument of transfer of such share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event had not occurred. Where the entitlement of a person to a share because of the death or bankruptcy of a member or otherwise by operation of law is proved to the satisfaction of the Board, the Board shall within 30 days after proof cause the entitlement of that person to be noted in the Register. |
40.2 | A person entitled by transmission to a share in uncertificated form who elects to have some other person registered shall either: |
| (a) | procure that instructions are given by means of the relevant system to effect transfer of such uncertificated share to that person; or |
| (b) | change the uncertificated share to certificated form and execute an instrument of transfer of that certificated share to that person. |
41. | Rights on Transmission |
“Performance Criteria” meanWhere a person becomes entitled to a share because of the criteria (and adjustments) thatdeath or bankruptcy of any member, or otherwise by operation of law, the Administratorrights of the holder in relation to such share shall cease. However, the person so entitled may selectgive a good discharge for an Award to establish performance goals for a performance period.
“Plan” means this 2020 Equity Incentive Plan.
“Pre-IPO Option Contracts” meansany dividends and other monies payable in respect of it and shall have the standalone contracts pursuantsame rights to which he would be entitled if he were the Company granted options over Shares prior to 23 May 2019, as amended from time to time.
“Prior Plan” meansholder of the Bicycle Therapeutics Share Option Plan adopted by the Board on 9 May 2019 as amended from time to time.
“Prior Plan’s Available Reserve” means the number of Shares available for the grant of new awards under the Prior Plan as of immediately prior to the Original Effective Date.
“Restricted Shares” means Shares awarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions.
“Restricted Share Unit” means an unfunded, unsecured rightshare, except that he shall not be entitled to receive on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
“Rule16b-3” means Rule 16b-3 promulgated under the Exchange Act.
“Sale” means the sale of all or substantially all of the assets of the Company.
“Section409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
“Securities Act” means the Securities Act of 1933, as amended.
“Service Provider” means an Employee or a Director who is an Employee.
“Share” means an Ordinary Share or the number of ADSs equal to an Ordinary Share.
“Share Appreciation Right” means a Share Appreciation right granted under Section 5.
“Share Reserve” has the meaning given to it in Section 4.1.
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
“Substitute Awards” means Awards granted or Shares issued by the Company in assumptionnotice of, or in substitutionto attend or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired byvote at, any meeting of the Company or any Subsidiary or with whichseparate meeting of the holders of any class of shares of the Company before he is registered as the holder of the share. The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share. If the notice is not complied with within 30 days, the Board may withhold payment of all dividends and the other monies payable in respect of such share until the requirements of the notice have been complied with.
42. | Destruction of Documents |
42.1 | The Company may destroy any: |
| (a) | instrument of transfer, after six years from the date on which it is registered; |
| (b) | dividend mandate or any variation or cancellation of a dividend mandate or any notification of change of name or address, after two years from the date on which it is recorded; |
| (c) | share certificate, after one year from the date on which it is cancelled; |
| (d) | instrument of proxy which has been used for the purpose of a poll at any time after one year has elapsed from the date of use; |
| (e) | instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates; or |
| (f) | other document for which any entry in the Register is made, after six years from the date on which an entry was first made in the Register in respect of it, |
provided that the Company may destroy any Subsidiary combines.such type of document at a date earlier than that authorised by this Article if a copy of such document is made and retained (whether electronically, by microfilm, by digital imaging or by other similar means) until the expiration of the period applicable to the destruction of the original of such document. 42.2 | It shall be conclusively presumed in favour of the Company that every: |
| (a) | entry in the Register purporting to have been made on the basis of a document so destroyed was duly and properly made; |
| (b) | instrument of transfer so destroyed was duly registered; |
| (c) | share certificate so destroyed was duly cancelled; and |
| (d) | other document so destroyed had been properly dealt with under its terms and was valid and effective according to the particulars in the records of the Company. |
42.3 | This Article shall only apply to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant. Nothing in this Article shall be construed as imposing any liability on the Company in respect of the destruction of any such document other than as provided for in this Article which would not attach to the Company in the absence of this Article. References in this Article to the destruction of any document include references to the disposal of it in any manner. |
42.4 | References in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system relating to the transfer of such shares. |
“Takeover” meansAny resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
If any shares are consolidated or consolidated and then divided, the Board has power to deal with any fractions of shares which result. If the Board decides to sell any shares representing fractions, it can do so for the best price reasonably obtainable and distribute the net proceeds of sale among members in proportion to their fractional entitlements. The Board can arrange for any shares representing fractions to be entered in the Register as certificated shares if they consider that this makes it easier to sell them. The Board can sell those shares to anyone, including the Company if the legislation allows, and may authorise any person (or a groupto transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer shall not be bound to see to the application of persons actingthe purchase money, nor shall the buyer’s title to the share be affected by any irregularity or invalidity in concert) (the “Acquiring Person”):the proceedings in reference to the sale. | (i)45.
| obtains ControlAnnual General Meetings
|
An annual general meeting shall be held once a year, at such time (consistent with the terms of the Companies Acts) and place as may be determined by the Board. 46. | Convening of General Meetings |
46.1 | All meetings other than annual general meetings shall be called general meetings. The Board may, whenever it thinks fit, and shall on requisition in accordance with the Company as the result of makingCompanies Acts, proceed to convene a general offer to:-meeting. |
46.2 | Subject always to Article 55.3, the Board may make whatever arrangements it considers fit to allow those entitled to do so to attend and participate in any general meeting. |
46.3 | The Board shall determine in relation to each general meeting the means of attendance at and participation in the meeting, including whether the persons entitled to attend and participate in the meeting shall be enabled to do so: |
| (A)(a)
| acquire allsubject to Article 55.3) by means of electronic facility or facilities pursuant to Article 47 (and for the issued ordinary share capitalavoidance of doubt, the Company, which is made on a condition that, if it is satisfied,Board shall be under no obligation to offer or provide such facility or facilities, whatever the Acquiring Person will have Control of the Company; circumstances); and/or
|
| (B)(b)
| acquire all of the shares in the Company which are of the same class as the Shares;by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 49.7.
|
| (ii)46.4
| obtains ControlUnless otherwise specified in the notice of meeting or determined by the chair of the Company asmeeting, a result of a compromise or arrangement sanctioned by a court under Section 899general meeting is deemed to take place at the place where the chair of the UK Companies Act 2006, or sanctioned under any other similar lawmeeting is at the time of another jurisdiction; orthe meeting.
|
| (iii)46.5
| becomes boundTwo or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares ofmore persons who may not be in the same classplace as the Shares; oreach other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
|
| (iv)46.6
| obtains Control ofA person is able to participate in a meeting if that person’s circumstances are such that if he or she has (or were to have) rights in relation to the Company in any other way.meeting, he or she is (or would be) able to exercise them.
|
“Termination of Service” means the date the Participant ceases to be a Service Provider.
46.7 | In determining whether persons are attending or participating in a meeting, other than at a physical place or places, it is immaterial where any of them are or how they are able to communicate with each other. |
46.8 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
46.9 | A person is able to exercise the right to vote at a general meeting when: |
| (a) | that person is able to vote, during the meeting (or, in the case of a poll, within the time period specified by the chair of the meeting) on resolutions put to the vote at the meeting; and |
| (b) | that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
46.10 | If, at any general meeting at which members are entitled to participate by means of electronic facility or facilities determined by the Board pursuant to Article 47, any document is required to be on display or to be available for inspection at the meeting (whether prior to or for the duration of the meeting or both), the Company shall ensure that it is available in electronic form to persons entitled to inspect it for at least the required period of time, and this will be deemed to satisfy any such requirement. |
47. | Simultaneous Attendance and Participation by Electronic Facilities |
NON-EMPLOYEE SUB-PLAN
TO THE BICYCLE THERAPEUTICS PLC 2020 EQUITY INCENTIVE PLAN
This sub-plan (the "Non-Employee Sub-Plan")Without prejudice to Article 46.7, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so partly (but not wholly) by simultaneous attendance and participation by means of electronic facility or facilities, and may determine the means, or all different means, of attendance and participation used in relation to the Bicycle Therapeutics Plc 2020 Equity Incentive Plan (the “Plan”) governsgeneral meeting. The members present in person or by proxy by means of an electronic facility or facilities (as so determined by the grantBoard) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question. That meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including the means of Awardsan electronic facility or facilities) are able to:
| (a) | participate in the business for which the meeting has been convened; |
| (b) | hear all persons who speak at the meeting; and |
| (c) | be heard by all other persons attending and participating in the meeting. |
48. | Notice of General Meetings |
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Acts. The period of notice shall in either case be exclusive of the day on which it is served or deemed to Consultants (defined below)be served and Directorsof the day on which the meeting is to be held and shall be given to all members other than those who are not Employees.entitled to receive such notices from the Company. The Non-Employee Sub-Plan incorporates all the provisionsCompany may give such notice by any means or combination of the Plan except as modified in accordance with the provisions of this Non-Employee Sub-Plan. Awards granted pursuant to the Non-Employee Sub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of UK legislation.
For the purposes of the Non-Employee Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:
1.Interpretation
In the Non-Employee Sub-Plan, unless the context otherwise requires, the following words and expressions have the following meanings:
“Consultant”means any person, including any adviser, engagedpermitted by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.Companies Acts.
“Service Provider” means a Consultant or Director who is not an Employee.
2.Eligibility
Service Providers are eligible to be granted Awards under the Non-Employee Sub-Plan.
49. | Contents of Notice of Meetings |
49.1 | Every notice calling a general meeting (including any satellite meeting place or places determined pursuant to Article 47) shall specify the place, date and time of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to a proxy or (if he has more than one share) proxies to exercise all or any of his rights to attend, speak and vote and that a proxy need not be a member of the Company. Such notice shall also include the address of the website on which the information required by the Act is published, state the procedures with which members must comply in order to |
APPENDIX 1
OPTION GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]1
Capitalized terms not specifically definedbe able to attend and vote at the meeting (including the date by which they must comply), provide details of any forms to be used for the appointment of a proxy and state that a member has the right to ask questions at the meeting in this Option Grant Notice (the “Grant Notice”) haveaccordance with the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).Act.
The Company has granted to the participant listed below (“Participant”) the option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
Participant:49.2
| | | Grant Date:
| | | Exercise Price per Share:
| | | Shares Subject toThe notice shall specify the Option:
| | | Final Expiration Date:
| | | Vesting Commencement Date:
| | | Vesting Schedule3:
| | [The Option shall vest in full on the Grant Date] 4.
[1/36th general nature of the total number of Shares under Option shall vestbusiness to be transacted at the endmeeting and shall set out the text of all resolutions to be considered by the meeting and shall state in each calendar month following the Grant Date, subject to Participant remaining continuouslycase whether it is proposed as an ordinary resolution or as a Service Provider as of each such date] 5.
[1/4 of the total number of Shares under Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/36th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]6.
| Type of Option
|
| [Incentive Option7/Non-Qualified Option8]
|
1
| For Consultants and Directors who are not Employeesspecial resolution.
|
249.3
| For Consultants and Directors who are not EmployeesIn the case of an annual general meeting, the notice shall also specify the meeting as such.
|
349.4
| Selection of applicable vesting schedule, or determinationIf pursuant to Article 47 the Board determines that a different vesting schedulegeneral meeting shall apply, subject to discretionbe held partly by means of Administrator.electronic facility or facilities, the notice shall:
|
| 4(a)
| For options grantedinclude a statement to membersthat effect;
|
| (b) | specify the means, or all different means, of attendance and participation thereat, and any access, identification and security arrangements determined pursuant to Article 59; and |
| (c) | state how it is proposed that persons attending or participating in the Company’s board of directors (who are not Employees) as part ofmeeting electronically should communicate with each other during the Company’s annual grant on or following the date of its annual general meeting. |
549.5
| For other options granted to membersThe notice shall specify such arrangements as have at that time been made for the purpose of the Company’s board of directors (who are not Employees).Article 49.7 or Article 60.
|
649.6
| For other options grantedthe purposes of determining which persons are entitled to Employees.attend or vote at a meeting and how many votes a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting (not taking into account non-working days) by which a person must be entered in the Register in order to have the right to attend or vote at the meeting or appoint a proxy to do so. |
749.7
| For US taxpayer employees.Without prejudice to Article 47, the Board may resolve to enable persons entitled to attend and participate in a general meeting to do so by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question, and the meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting places are able to:
|
| 8(a)
| Forparticipate in the business for which the meeting has been convened;
|
| (b) | hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and |
| (c) | be heard by all other Service Providers.persons so present in the same way, |
and the meeting shall be deemed to take place at the place where the chairman of the meeting presides (the principal meeting place, with any other location where that meeting takes place being referred in these Articles as a satellite meeting). The chair shall be present at, and the meeting shall be deemed to take place at, the principal meeting place and the powers of the chair shall apply equally to each satellite meeting place, including his or her power to adjourn the meeting as referred to in Article 56.
50. | Omission to Give Notice and Non-Receipt of Notice |
By Participant’s signature below, Participant agreesThe accidental omission to give notice of any meeting or to send an instrument of proxy (where this is intended to be boundsent out with the notice) to or the non-receipt of either by, any person entitled to receive the termssame shall not invalidate the proceedings of that meeting.
51. | Postponement of General Meeting |
If the Board considers that it is impracticable or unreasonable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, it may postpone or move the meeting (or do both). The Board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers published in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, appointments of proxy are valid if they are received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting and for the purpose of calculating this period, the Board can decide in their absolute discretion, not to take account of any part of a day that is not a working day. The Board may also postpone or move the rearranged meeting (or do both) under this Article. 52. | Quorum at General Meeting |
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.A quorum shall be present if both: | (a) | two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation, or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and |
| (b) | those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third (33 1/3 percent) of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted. |
For the purposes of this Grant Notice,Article 52, (A) a “qualifying person” is an individual who is a member, a person authorised to act as the Plan,representative of a member (being a corporation) in relation to the Agreementmeeting or a person appointed as proxy of a member in relation to the meeting and (B) where a qualifying person is present as proxy of a member in relation to the meeting, only the shares in respect of which the proxy is authorised to exercise voting rights will be treated as held for the purposes of determining whether a quorum is present. 53. | Procedure if Quorum Not Present |
If a quorum is not present within 15 minutes (or such longer interval as the chairman in his absolute discretion thinks fit) from the time appointed for holding a general meeting, or if a quorum ceases to be present during a meeting, the meeting shall be dissolved if convened on the requisition of members. In any other case, the meeting shall stand adjourned to another day, (not being less than ten clear days after the date of the original meeting), and at such time and place or places, with such means of attendance and participation (including partly, but not wholly, by means of electronic facility or facilities), as the chairman (or, in default, the Board) may determine. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the meeting shall be dissolvedone person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum and any Group Company policy that may be applicable to the Participant and the Option from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has hadnotice of an opportunity to obtain the advice of counsel prior to executingadjourned meeting shall state this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. | | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
.
ExhibitA
OPTION AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
1.54.
| GENERALChairman of General Meeting
|
1.154.1
| GrantThe chairman of Option.
|
The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
1.2
| Incorporationthe Board shall preside at every general meeting of Termsthe Company. If there is no such chairman or if at any meeting he shall not be present within five minutes after the time appointed for holding the meeting, or shall be unwilling to act as chairman, the deputy chairman (if any) of Plan.
|
The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
2.
| PERIOD OF EXERCISABILITYthe Board shall, if present and willing to act, preside at such meeting. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director the longest shall take the chair.
|
2.154.2
| CommencementIf no chairman or deputy chairman shall be so present and willing to act, the Directors present shall choose one of Exercisability.
|
The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.
2.2
| Durationtheir number to act or, if there be only one Director present, he shall be chairman if willing to act. If there be no Director present and willing to act, the members present and entitled to vote shall choose one of Exercisability.
|
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
2.3
| Expirationtheir number to be chairman of Option.
|
The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
| (a)
| The final expiration datethe meeting. Nothing in these Articles shall restrict or exclude any of the Grant Notice;powers or rights of a chairman of a meeting which are given by law.
|
| (b)55.
| Except as the Administrator may otherwise approve, the expiration of twelve (12) months from the date of Participant’s Termination of Service;Entitlement to Attend and Speak
|
| (c)55.1
| ExceptA Director (and any other person invited by the chairman to do so) may attend and speak at any general meeting and at any separate meeting of the holders of any class of shares of the Company, whether or not he is a member.
|
55.2 | All persons seeking to attend and participate in a general meeting by way of electronic facility or facilities shall be responsible for maintaining adequate facilities to enable them to do so. Subject only to the requirement for the chair to adjourn a general meeting in accordance with the provisions of Article 56.2, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting. |
55.3 | Nothing in these Articles authorises or allows a general meeting to be held exclusively on an electronic basis. |
56.1 | The chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (or, in the case of a meeting held at a principal meeting place and one or more satellite meeting places, such other places) and/or from such electronic facility or facilities for attendance and participation to such other electronic facility or facilities as the Administratormeeting shall determine. However, without prejudice to any other power which he may have under these Articles (including the power to adjourn a meeting conferred by Article 56.2) or at common law, the chairman may, without the need for the consent of the meeting and before or after it has started and irrespective of whether a quorum is present, interrupt or adjourn any meeting from time to time (or indefinitely) and from place to place (or places in the case of a meeting to which Article 49.7 applies) or from electronic facility to electronic facility, or for an indefinite period if he is of the opinion that it has become necessary to do so in order to secure the proper and orderly conduct of the meeting or to give all persons entitled to do so a reasonable opportunity of attending, speaking and voting at the meeting or to ensure that the business of the meeting is properly disposed of. |
56.2 | If it appears to the chair that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or security at any general meeting have become inadequate for the purposes referred to in Articles 47 or 49.7, or are otherwise approve, Participant’s Terminationnot sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of Service for Cause.meeting, then the chair shall, without the consent of the meeting, interrupt or adjourn the general meeting. |
56.3 | All business conducted at a meeting up to the time of any adjournment shall, subject to Article 56.4, be valid. |
56.4 | The chair may specify that only the business conducted at the meeting up to a point in time which is earlier than the time of the adjournment is valid, if in his or her opinion, to do so would be more appropriate. |
3.57.
| EXERCISE OF OPTIONNotice of Adjournment
|
Any adjournment pursuant to Article 56 may, subject to the Act, be for such time and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chair (or, in default, the Board) may in his, her or its absolute discretion determine, notwithstanding that by reason of the adjournment some members may be unable to attend and participate in the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or indefinitely, at least seven clear days’ notice, specifying the day, the time and the place or places of the adjourned meeting and the means of attendance and participation (including by means of electronic facility or facilities if applicable) as the chair (or, in default, the Board) may in his or her absolute discretion determine, and the general nature of the business to be transacted, shall be given in the same manner as in the case of the original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. 58. | Business of Adjourned Meeting |
No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. 59. | Accommodation of Members, Security Arrangements and Orderly Conduct at General Meetings |
3.159.1
| Person EligibleThe Board may, for the purpose of controlling the level of attendance or ensuring the safety of those attending at any place specified for the holding of a general meeting, ensuring the security of the meeting and ensuring the future orderly conduct of the meeting, from time to Exercise.time make such arrangements as it shall in its absolute discretion consider to be appropriate and may from time to time vary any such arrangements or make new arrangements therefor. Any decision made under this Article 59.1 shall be final and the entitlement of any member or proxy to attend a general meeting at such place (or places, in the case of a meeting to which Article 49.7 applies) shall be subject to any such arrangements as may be for the time being approved by the Board.
|
During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.
3.259.2
| Partial Exercise.The Board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions in items of personal property to be taken into the meeting) as the Board shall consider appropriate in the circumstances.
|
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.
3.359.3
| Tax Withholding.If a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 47, the Board and the chairman may make any arrangement and impose any requirement or restriction that is:
|
| (a) | The Company hasnecessary to ensure the rightidentification of those taking part by means of such electronic facility or facilities and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portionsecurity of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.electronic communication; and
|
| (b) | Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Companyits or any Subsidiary takes with respecthis or her view, proportionate to any tax and/or social security withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax and/or social security liability.those objectives.
|
4.59.4
| OTHER PROVISIONSIn this respect, the Board may authorise any voting application, system or facility for attendance and participation as it sees fit.
|
4.159.5
| Adjustments.The Board shall be entitled in its absolute discretion to authorise one or more persons (including the Directors, the company secretary or the chairman) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this Article, or who causes the meeting to become disorderly.
|
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.259.6
| Notices.Subject to the Act (and without prejudice to any other powers vested in the chairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be appropriate or conducive to promote the
|
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Applicable Laws.
|
Participant acknowledges thatorderly conduct of the Plan,meeting, to promote the Grant Notice and this Agreement are intended to conform toconduct of the extent necessarybusiness laid down in the notice of the meeting with all Applicable Lawsreasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and this Option may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefitbusiness of the successorsmeeting shall be final and assignsconclusive, as shall his or her determination as to whether any point or matter is of the Company. such a nature Subject to the restrictions on transfer set forthAct (and without prejudice to any other powers vested in the Plan, this Agreement willchairman of a meeting) when conducting a general meeting, the chairman may make whatever arrangement and take such action or give such directions as he or she considers, in his or her absolute discretion, to be binding upon and inureappropriate or conducive to promote the benefitorderly conduct of the heirs, legatees, legal representatives, successors and assignsmeeting, to promote the conduct of the parties hereto.business laid down in the notice of the meeting with reasonable despatch and to maintain good order. The chairman’s decision on points of order, matters of procedure or on matters arising incidentally from the business of the meeting shall be final and conclusive, as shall his or her determination as to whether any point or matter is of such a nature.
4.660.
| Limitations Applicable to Section 16 Persons.Overflow Meeting Rooms
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
4.760.1
| Entire Agreement.The Board may, in accordance with this Article, make arrangements for members and proxies who are entitled to attend and participate in a general meeting, but who cannot be seated in the main meeting room where the chairman will be, to attend and take part in a general meeting in an overflow room or rooms. Any overflow room will have appropriate links to the main room and will enable audio-visual communication between the meeting rooms throughout the meeting. The Board will decide how to divide members and proxies between the main room and the overflow room. If an overflow room is used, the meeting will be treated as being held and taking place in the main meeting room and the meeting will consist of all the members and proxies who are attending both in the main meeting room and the overflow room.
|
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
4.860.2
| Agreement Severable.Details of any arrangements for overflow rooms will be set out in the notice of the meeting but failure to do so will not invalidate the meeting.
|
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.961.
| Limitation on Participant’s Rights.Amendment to Resolutions
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
4.1061.1
| Not a ContractIf an amendment to any resolution under consideration is proposed but is ruled out of Employment.order by the chairman of the meeting in good faith, any error in such ruling shall not invalidate the proceedings on the original resolution.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
61.2 | In the case of a resolution duly proposed as a special resolution, no amendment to it (other than an amendment to correct a patent error) may in any event be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it or the chairman of the meeting in his absolute discretion decides that it may be considered or voted on. |
62.1 | Members of the Company shall have the rights provided by the Companies Acts to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company’s next annual general meeting. |
62.2 | Expenses of complying with these rights shall be borne in accordance with the Companies Acts. |
63.1 | A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be decided on a poll, which poll votes may be cast by such electronic means as the Board, in its sole discretion, deems appropriate for the purposes of the meeting. Any such poll shall be deemed to have been validly demanded at the time fixed for the holding of the meeting to which it relates. Subject thereto, at any general meeting a |
The Grant Noticeresolution put to a vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. Subject to the Companies Acts, a poll may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
If the Option is designated as an Incentive Option:demanded by:
| (a) | Participant acknowledges that to the extent the aggregate fair market value of shares (determined aschairman of the time the option with respect to the shares is granted) with respect to which options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000meeting; or if for any other reason such options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such options (including the Option) will be treated as non-qualified options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other options into account in the order in which they were granted, as determined under Section 422(d) of the Code.
|
| (b) | Participant also acknowledges that ifat least two members present in person (or by proxy) and entitled to vote at the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of deathmeeting; or Disability, the Option will be taxed as a Non-Qualified Option.
|
| (c) | Participant will give prompt written noticea member or members present in person (or by proxy) representing at least one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
|
| (d) | a member or members present in person (or by proxy) holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right. |
63.2 | The chairman of the meeting may also demand a poll before a resolution is put to the vote on a show of hands. |
63.3 | At general meetings, resolutions shall be put to the vote by the chairman of the meeting and there shall be no requirement for the resolution to be proposed or seconded by any person. |
63.4 | Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
64. | Objection to Error in Voting |
No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same is of sufficient magnitude to vitiate the resolution or may otherwise have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive. 65.1 | Any poll duly demanded on the election of a chairman or on any dispositionquestion of adjournment shall be taken immediately. A poll duly demanded on any other matter shall be taken in such manner (including the use of ballot or other transfer ofvoting papers or tickets or electronic means or any Shares acquired under this Agreement ifcombination thereof) and at such disposition or other transfer is made (a) within two (2) yearstime and place, not more than 30 days from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant. Such notice will specify the date of the meeting or adjourned meeting at which the poll was demanded, and by such dispositionmeans of attendance and participation (including at such place or places and/or by means of such electronic facility or facilities) as the chairman shall direct. The chairman may appoint scrutineers who need not be members. It is not necessary to give notice of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other transfercase, at least seven clear days’ notice shall be given specifying the time, date and place at which the amount realized, in cash, other property, assumptionpoll shall be taken. The result of indebtedness or other consideration, by Participant in such disposition or other transfer.the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
65.2 | The demand for a poll (other than on the election of a chairman or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded. |
65.3 | The demand for a poll may, before the poll is taken, be withdrawn, but only with the consent of the chairman of the meeting. A demand so withdrawn validates the result of a show of hands declared before the demand was |
APPENDIX 2
RESTRICTED SHARE UNIT GRANT NOTICE
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]9
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) havemade. If a poll is demanded before the meanings given to them in the 2020 Equity Incentive Plan [: Non-Employee Sub-Plan]10 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units (the “RSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditionsdeclaration of the Planresult of a show of hands and the Restricted Share Unit Agreement attacheddemand is duly withdrawn, the meeting shall continue as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.if the demand had not been made.
Participant:
| | | Grant Date:
| | | Number of RSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule11:65.4
|
| [The Award shall vestOn a poll votes may be given in full onperson or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the Grant Date] 12.
[1/12th ofvotes he uses in the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 13.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]14.
|
9
| For Consultants and Directors who are not Employeessame way.
|
1066.
| For Consultants and Directors who are not EmployeesVotes of Members
|
1166.1
| SelectionSubject to Article 66.2, the Companies Acts, to any special terms as to voting on which any shares may have been issued or may for the time being be held and to any suspension or abrogation of applicable vesting schedule, or determination thatvoting rights under these Articles, at any general meeting every member who is present in person (or by proxy) shall on a different vesting scheduleshow of hands have one vote and every member present in person (or by proxy) shall apply, subject to discretionon a poll have one vote for each share of Administrator.which he is the holder.
|
1266.2
| For RSUs grantedOn a show of hands, a duly appointed proxy has one vote for and one vote against a resolution if the proxy has been appointed by more than one member entitled to vote on the resolution and the proxy has been instructed:
|
| (a) | by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or |
| (b) | by one or more of those members to vote either for or against the Company’s boardresolution and by one or more other of directors (who are not Employees)those members to use his/her discretion as part of the Company’s annual grant on or following the date of its annual general meeting.to how to vote. |
1366.3
| For other RSUs granted to membersIf two or more persons are joint holders of a share, then in voting on any question the vote of the Company’s boardsenior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of directors (who are not Employees).the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register.
|
1466.4
| For RSUs grantedWhere in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to Employees.exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Board may in its absolute discretion, upon or subject to production of such evidence of the appointment as the Board may require, permit such receiver or other person on behalf of such member to vote in person, on a show of hands or on a poll, by proxy on behalf of such member at any general meeting or to exercise any other right conferred by membership in relation to meetings of the Company. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.
|
66.5 | In the case of equality of votes whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a casting vote. |
67. | No Right to Vote Where Sums Overdue on Shares |
No member may vote at a general meeting (or any separate meeting of the holders of any class of shares), either in person or by proxy, or to exercise any other right or privilege as a member in respect of a share held by him unless:
| (a) | all calls or other sums presently due and payable by him in respect of that share whether alone or jointly with any other person together with interest and expenses (if any) have been paid to the Company; or |
| (b) | the Board determines otherwise. |
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
BICYCLE THERAPEUTICS PLC68.
| PARTICIPANTVoting by Proxy
|
68.1
| Subject to Article 68.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the Board) executed under the hand of the appointer or his duly constituted attorney or, if the appointer is a corporation, under its seal or signed by a duly authorised officer or attorney or other person authorised to sign.
|
68.2 | Subject to the Companies Acts, the Board may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as it considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of Article 68.1.
|
68.3 | For the purposes of Articles 68.1 and 68.2, the Board may require such reasonable evidence it considers necessary to determine:
| By:
| | | | :
| Name
| | [Participant Name]
|
| Title:(a)
| | the identity of the member and the proxy; and |
| (b) | where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment. |
68.4 | A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit. |
68.5 | A proxy need not be a member. |
68.6 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. |
68.7 | Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll. |
68.8 | The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the Board. |
68.9 | Subject to the Companies Acts, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting. |
69.1 | An instrument appointing a proxy and any reasonable evidence required by the Board in accordance with Article 68.3 shall: |
| (a) | subject to Articles 69.1(c) and (d), in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting (a proxy notification address) not less than 48 hours before the time for holding the |
ExhibitAmeeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (b) | subject to Articles 69.1(c) and (d), in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address (a proxy notification electronic address): |
| (i) | in the notice calling the meeting; |
| (ii) | in an instrument of proxy sent out by the Company in relation to the meeting; |
| (iii) | in an invitation to appoint a proxy issued by the Company in relation to the meeting; or |
| (iv) | on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept, |
RESTRICTED SHARE UNIT AGREEMENT
Capitalized termsit shall be received at such proxy notification electronic address not specifically definedless than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;
| (c) | in the case of a poll taken more than 48 hours after it is demanded, delivered or received at a proxy notification address or a proxy notification electronic address and not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or |
| (d) | in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, received: |
| (i) | at a proxy notification address or a proxy notification electronic address in accordance with Articles 69.1(a) or (b); |
| (ii) | by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting; or |
| (iii) | at a proxy notification address or a proxy notification electronic address by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded. |
In calculating the periods in this Agreement have the meanings specified in the Grant Notice or, ifArticle, no account shall be taken of any part of a day that is not defined in the Grant Notice, in the Plan.a working day. 1.69.2
| GENERALThe Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under Article 68.3 has not been received in accordance with the requirements of this Article.
|
1.169.3
| AwardSubject to Article 69.2, if the proxy appointment and any of RSUs.
|
The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.
1.2
| Incorporationthe information required under Article 68.3 is not received in the manner set out in Article 69.1, the appointee shall not be entitled to vote in respect of Terms of Plan.
|
The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENTthe shares in question.
|
2.169.4
| Vesting; Forfeiture.
|
The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
2.2
| Settlement.Without limiting the foregoing, in relation to any uncertificated shares, the Board may from time to time:
|
| (a) | RSUs will be paidpermit appointments of a proxy by means of a communication sent in Shares or cash atelectronic form in the Company’s option as soon as administratively practicable after the vestingform of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.an uncertificated proxy instruction; and
|
| (b) | Ifpermit supplements to, or amendments or revocations of, any such uncertificated proxy instruction by the same means.
|
The Board may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction is to be treated as received by the Company or a participant acting on its behalf. The Board may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder. A vote given or poll demanded by a proxy shall be valid in the event of the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share for which the instrument of proxy is given, unless notice in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Office, or at such other place as has been appointed for the deposit of instruments of proxy, no later than the last time at which an appointment of a proxy should have been received in order for it to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. 71. | Corporate Representatives |
71.1 | A corporation (whether or not a company within the meaning of the Act) which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative (or, as the case may be, representatives) at any meeting of the Company or at any separate meeting of the holders of any class of shares. |
71.2 | Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an RSUindividual member. |
71.3 | The corporation shall for the purposes of these Articles be deemed to be present in person and at any such meeting if a person so authorised is paidpresent at it, and all references to attendance and voting in cash,person shall be construed accordingly. |
71.4 | A Director, the amountSecretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of cash paid with respectthe resolution so authorising him or such other evidence of his authority reasonably satisfactory to them before permitting him to exercise his powers. |
71.5 | A vote given or a poll demanded by a corporate representative shall be valid notwithstanding that the representative is no longer authorised to represent the member unless notice of the revocation of appointment was delivered in writing to the RSU will equalCompany at such place or address and by such time as is specified in Article 70 for the Fair Market Valuerevocation of the appointment of a Shareproxy. |
72. | Failure to Disclose Interests in Shares |
72.1 | If a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice under section 793 of the Act (section 793 notice) and has failed in relation to any shares (default shares, which expression includes any shares issued after the date of such notice in right of those shares) to give the Company the information required by the section 793 notice within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board determines otherwise: |
| (a) | the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and |
| (b) | where the default shares represent at least 0.25% in nominal value of the issued shares of their class (calculated exclusive of any shares held as treasury shares): |
| (i) | any dividend or other money payable for such shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to Article 130, to receive shares instead of that dividend; and |
| (ii) | no transfer, other than an excepted transfer, of any shares held by the member shall be registered unless the member himself is not in default of supplying the required information and the member proves to the satisfaction of the Board that no person in default of supplying such information is interested in any of the shares that are the subject of the transfer. |
For the purposes of ensuring Article 72.1(b)(ii) can apply to all shares held by the member, the Company may in accordance with the uncertificated securities rules, issue a written notification to the Operator requiring conversion into certificated form of any share held by the member in uncertificated form. 72.2 | Where the sanctions under Article 72.1 apply in relation to any shares, they shall cease to have effect (and any dividends withheld under Article 72.1(b) shall become payable): |
| (a) | if the shares are transferred by means of an excepted transfer but only in respect of the shares transferred; or |
| (b) | at the end of the period of seven days (or such shorter period as the Board may determine) following receipt by the Company of the information required by the section 793 notice and the Board being fully satisfied that such information is full and complete. |
72.3 | Where, on the day immediately precedingbasis of information obtained from a member in respect of any share held by him, the payment date.Company issues a section 793 notice to any other person, it shall at the same time send a copy of the notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, shall not invalidate or otherwise affect the application of Article 72.1. |
72.4 | For the purposes of this Article: |
| (a) | a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is, or may be, so interested; |
| (b) | Interested shall be construed as it is for the purpose of section 793 of the Act; |
| (c) | reference to a person having failed to give the Company the information required by a notice, or being in default as regards supplying such information, includes reference: |
| (i) | to his having failed or refused to give all of any part of it; and |
| (ii) | to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular; |
| (d) | prescribed period means 14 days; |
| (e) | excepted transfer means, in relation to any shares held by a member: |
| (i) | a transfer by way of or pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or |
| (ii) | a transfer in consequence of a sale made through a recognised investment exchange (as defined in section 285 of the FSMA) or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded; or |
| (iii) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares. |
72.5 | Nothing contained in this Article shall be taken to limit the powers of the Company under section 794 of the Act. |
73. | Power of Sale of Shares of Untraced Members |
73.1 | The Company shall be entitled to sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if and provided that: |
| (a) | during the period of 12 years before the date of sending of the notice referred to in Article 73.1(b) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person entitled, provided that during such period of 12 years the Company has paid at least three cash dividends (whether interim or final) and no such dividend has been claimed by the person entitled to it; |
| (b) | on or after expiry of the said period of 12 years, the Company has given notice of its intention to sell such share by sending a notice to the member or person entitled by transmission to the share at his address on the Register or other last known address given by the member or person entitled by transmission to the share and before sending such a notice to the member or other person entitled by transmission, the Company must have used reasonable efforts to trace the member or other person entitled, engaging, if considered appropriate, a professional asset reunification company or other tracing agent and/or giving notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the member or person entitled by transmission to the share shown in the Register; |
| (c) | during the further period of three months following the date of such notice and prior to the exercise of the power of sale the Company has not received any communication in respect of such share from the member or person entitled by transmission; and |
| (d) | the Company has given notice to NASDAQ of its intention to make such sale, if shares of the class concerned, or certificated or uncertificated depositary instruments over such shares, are listed on NASDAQ or dealt in on any other recognised stock exchange on which the shares are listed. |
73.2 | To give effect to any sale of shares under this Article, the Board may authorise some person to transfer the shares in question and may enter the name of the transferee in respect of the transferred shares in the Register even if no share certificate has been lodged for such shares and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of or the person entitled by transmission to, the shares. The buyer shall not be bound to see to the application of the purchase monies, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference |
to the sale. If the shares are in uncertificated form, in accordance with the uncertificated securities rules, the Board may issue a written notification to the Operator requiring the conversion of the share to certificated form. 73.3 | If an RSUduring the period of 12 years referred to in Article 73.1, or during any period ending on the date when all the requirements of Articles 73.1(a) to 73.1(d) have been satisfied, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such period and all the requirements of Articles 73.1(b) to 73.1(d) have been satisfied in regard to such additional shares, the Company shall also be entitled to sell the additional shares. |
74. | Application of Proceeds of Sale of Shares of Untraced Members |
The Company shall account to the member or other person entitled to the share for the net proceeds of a sale under Article 73 by carrying all monies relating to such sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company does not have to account for any money earned on them. Unless otherwise determined by the Company by ordinary resolution, the number of Directors (other than any alternate Directors) shall be at least two. 76. | Power of Company to Appoint Directors |
Subject to these Articles and the Companies Acts, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 77. | Power of Board to Appoint Directors |
Subject to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board but the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. 78. | Eligibility of New Directors |
78.1 | No person, other than a retiring Director (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting unless: |
| (a) | he is paid in Shares, Participant mayrecommended by the Board; or |
| (b) | at least seven but not more than 42 clear days before the date appointed for the meeting the Company has received notice from a member (other than the person proposed) entitled to vote at the meeting of his intention to propose a resolution for the appointment or re-appointment of that person, stating the particulars which would, if he were so appointed or re-appointed, be required to pay the nominal value thereofbe included in the same manner as provided for Withholding Taxes below.Company’s register of directors and a notice executed by that person of his willingness to be appointed or re-appointed, is lodged at the Office. |
78.2 | A Director need not be a member of the Company. |
79. | Retirement of Directors |
79.1 | The Directors shall be divided into three classes designated as “Class I”, “Class II”, and “Class III”, respectively. The Board is authorised to assign members of the Board already in office such classes at the time the Listing becomes effective. |
79.2 | At the first annual general meeting of the Company following the Listing, each Director in Class I shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.3 | At the second annual general meeting of the Company following the Listing, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.4 | At the third annual general meeting of the Company following the Listing, each Director in Class III shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting and, in each case, where such Director is so re-appointed, they shall be entitled to serve until the third anniversary of such annual general meeting of the Company, at which stage such Director shall retire from office but shall be eligible for reappointment. |
79.5 | At each succeeding annual general meeting of the Company following the third annual general meeting of the Company after the Listing. Directors shall be elected to serve for a term of three years to succeed the Directors of the class whose terms expire at such annual general meeting. |
79.6 | Notwithstanding the foregoing provisions, each Director shall serve until their successor is duly elected and qualified or until their earlier death resignation or removal. |
80.1 | A Director who retires at an annual general meeting shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to elect another person in his place or the resolution to re-appoint him is put to the meeting and lost. |
80.2 | If the Company, at any meeting at which a Director retires in accordance with these Articles does not fill the office vacated by such Director, the retiring Director, if willing to act, shall be deemed to be re-appointed unless at that meeting a resolution is passed not to fill the vacancy or elect another person in his place or unless the resolution to re-appoint him is put to the meeting and lost. |
81. | Procedure if Insufficient Directors Appointed |
| (a) | at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the meeting and lost; and |
| (b) | at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 75, |
| (c) | all retiring Directors who stood for re-appointment at that meeting (Retiring Directors) shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose. |
81.2 | The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 81.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 75, the provisions of this Article shall also apply to that meeting. |
In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution, or by ordinary resolution of which special notice has been given in accordance with section 312 of the Act, remove a director before the expiry of his period of office (without prejudice to a claim for damages for breach of contract or otherwise) and may (subject to these Articles) by ordinary resolution appoint another person who is willing to act to be a director in his place. 83. | Vacation of Office by Director |
83.1 | Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these Articles, the office of a Director shall be vacated if: |
| (a) | he resigns by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting; |
| (b) | he offers to resign by notice in writing delivered to the Secretary at the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting and the Board resolves to accept such offer; |
| (c) | he is requested to resign by all of the other Directors by notice in writing addressed to him at his address as shown in the register of Directors (without prejudice to any claim for damages which he may have for breach of any contract between him and the Company); |
| (d) | he ceases to be a Director by virtue of any provision of the Companies Acts, is removed from office pursuant to these Articles or the Act or becomes prohibited by law from being a Director; |
| (e) | he becomes bankrupt or makes an arrangement or composition with his creditors generally; |
| (f) | a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a director and may remain so for more than three months, or he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; or |
| (g) | he is absent (whether or not his alternate Director appointed by him attends), without the permission of the Board, from Board meetings for six consecutive months and a notice is served on him personally, or at his residential address provided to the Company under section 165 of the Act signed by all the other Directors stating that he shall cease to be a Director with immediate effect (and such notice may consist of several copies each signed by one or more Directors). |
83.2 | If the office of a Director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the Board. |
84. | Resolution as to Vacancy Conclusive |
A resolution of the Board declaring a Director to have vacated office under the terms of Article 83 shall be conclusive as to the fact and ground of vacation stated in the resolution. 85. | Appointment of Alternate Directors |
85.1 | Each Director may appoint any person (including another Director) to be his alternate and may at his discretion remove an alternate Director so appointed. Any appointment or removal of an alternate Director must be by written notice delivered to the Office or at an address specified by the Company for the purposes of communication by electronic means or tendered at a Board meeting or in any other manner approved by the Board. The appointment requires the approval of the Board unless it has been previously approved or the appointee is another Director. |
85.2 | An alternate Director must provide the particulars, and sign any form for public filing required by the Companies Acts relating to his appointment. |
86. | Alternate Directors’ Participation in Board Meetings |
86.1 | Every alternate Director is (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him (and, if applicable, an address in relation to which electronic communications may be received by him)) entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in his appointor’s absence, to attend and vote at such meetings and to exercise all the powers, rights, duties and authorities of his appointor. Each person acting as an alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director in addition to his own vote if he is also a Director, but he shall count as only one for the purpose of determining whether a quorum is present. |
86.2 | Signature by an alternate Director of any resolution in writing of the Board or a committee of the Board will, unless the notice of his appointment provides otherwise, be as effective as signature by his appointor. |
87. | Alternate Directors Responsible for Own Acts |
Each person acting as an alternate Director will be an officer of the Company, will alone be responsible to the Company for his own acts and defaults and will not be deemed to be the agent of the Director appointing him. 88. | Interests of Alternate Director |
An alternate Director is entitled to contract and be interested in and benefit from contracts or arrangements with the Company, to be repaid expenses and to be indemnified to the same extent as if he were a Director. However, no alternative Director is entitled to receive from the Company any fees for his services as alternate, except such part (if any) of the fee payable to the alternative’s appointor as such appointor may by written notice to the Company direct. 89. | Revocation of Alternate Director |
An alternate Director will cease to be an alternate Director: | (a) | if his appointor revokes his appointment; or |
| (b) | if he resigns his office by notice in writing to the Company; or |
| (c) | if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of an alternate Director which was in force immediately before his retirement shall remain in force; or |
| (d) | if any event happens in relation to him which, if he were a Director otherwise appointed, would cause him to vacate his office. |
Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £1,000,000 a year or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles and shall accrue from day to day. Each Director may be paid his reasonable travelling, hotel and other expenses properly incurred by him in or about the performance of his duties as Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company. Subject to the Act, the Directors shall have the power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties as an officer of the Company or to enable him to avoid incurring any such expenditure. 92. | Additional Remuneration |
If by arrangement with the Board any Director shall perform or render any special duties or services outside his ordinary duties as a Director and not in his capacity as a holder of employment or executive office, he may be paid such reasonable additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. 93. | Remuneration of Executive Directors |
The salary or remuneration of any Director appointed to hold any employment or executive office in accordance with these Articles may be either a fixed sum of money, or may altogether or in part be governed by business done or profits made or otherwise determined by the Board, and may be in addition to or instead of any fee payable to him for his services as Director under these Articles. 94. | Pensions and Other Benefits |
94.1 | The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (whether by insurance or otherwise) for any person who is or has at any time been a Director or employee of: |
| (b) | any company which is or was a holding company or a subsidiary undertaking of the Company; |
| (c) | any company which is or was allied to or associated with the Company or a subsidiary undertaking or holding company of the Company; or |
| (d) | Ifa predecessor in business of the date Shares would otherwiseCompany or of any holding company or subsidiary undertaking of the Company,
|
and, in each case, for any member of his family (including a spouse or former spouse) and any person who is or was dependent on him. 94.2 | The Board may establish, maintain, subscribe and contribute to any scheme, institution, association, club, trust or fund and pay premiums and, subject to the Companies Acts, lend money or make payments to, guarantee or give an indemnity in respect of, or give any financial or other assistance in connection with any of the matters set out in Article 94.1 above. The Board may procure any of such matters to be distributed pursuantdone by the Company either alone or in conjunction with any other person. Any Director or former Director shall be entitled to Section 2.2(a) (the “Original Issuance Date”) falls onreceive and retain for his own benefit any pension or other benefit provided under this Article and shall not have to account for it to the Company. The receipt of any such benefit will not disqualify any person from being or becoming a date that is not a business day, deliveryDirector of Shares will instead occur on the next following business day. In addition, if:Company. |
| (i)95.
| Powers of the Original Issuance Date does not occur (1) during an “open window period” applicableBoard |
95.1 | Subject to Participant, as determinedthe Companies Acts, these Articles and to any directions given by special resolution of the Company, the business of the Company will be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not. |
95.2 | No alteration of these Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained elsewhere in accordance withthese Articles as to any specific power of the Company’s then-effective policyBoard shall not be deemed to limit the general powers given by this Article. |
96. | Powers of Directors if Less Than Minimum Number |
If the number of Directors is less than the minimum prescribed in Article 75 or decided by the Company by ordinary resolution, the remaining Director or Directors may act only for the purposes of appointing an additional Director or Directors to make up that minimum or convening a general meeting of the Company for the purpose of making such appointment. If no Director or Directors is or are able or willing to act, two members may convene a general meeting for the purpose of appointing Directors. An additional Director appointed in this way holds office (subject to these Articles) only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during the annual general meeting. 97. | Powers of Executive Directors |
The Board or any committee authorised by the Board may: | (a) | delegate or entrust to and confer on trading in Company securities,any Director holding executive office (including a chief executive or (2)managing director, if appointed) such of its powers, authorities and discretions (with power to sub-delegate) for such time, on a date when Participant is otherwise permittedsuch terms and subject to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)),such conditions as it thinks fit; and |
| (ii)(b)
| either (1) Withholding Taxes do not apply,revoke, withdraw, alter or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGvary all or any of such powers.
|
3.198.
| Representation.Delegation to Committees
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.298.1
| Tax Withholding.The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) for such time on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors and (if thought fit) one or more other persons provided that:
|
| (a) | On each vesting date, and on or before the time Participant receives a distributionmajority of the shares underlying the RSUs, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, Participant hereby authorizes any required withholding from the shares issuable to Participant and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiary that arise in connection with Participant’s RSUs (the “Withholding Taxes”). Participant hereby authorizes the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to Participant by the Company or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the formmembers of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s RSUs with a fair market valuecommittee shall be Directors; and
|
(measured as of the date shares are issued to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior approval of the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).
| (b)
| Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax and/or social security liability.
|
Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4
| Conformity to Securities Laws.
|
Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the RSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
4.5
| Successors and Assigns.
|
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, and the RSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.
4.10
| Not a Contract of Employment.
|
Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
APPENDIX 3
PERFORMANCE SHARE UNIT GRANT NOTICE15
BICYCLE THERAPEUTICS PLC
2020 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]16
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan [:Non-Employee Sub-Plan]17 (as amended from time to time, the “Plan”) of Bicycle Therapeutics Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units (the “PSUs”) described in this Grant Notice (the “Award”), subject to the terms and conditions of the Plan and the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| | | Participant:
| | | Grant Date:
| | | Target Number of PSUs:
| | | Vesting Commencement Date:
| | | Vesting Schedule18:
| | Subject to the Administrator’s determination as to whether, and the extent to which, the vesting conditions specified on Attachment I to this Grant Notice (the “PSU Vesting Criteria”) have been met:
[1/12th of the total number of Shares under Award shall vest at the end of each quarter following the Grant Date, subject to Participant remaining continuously a Service Provider as of each such date] 19.
[1/4 of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, and 1/12th of the remaining number of Shares under Award shall vest quarterly thereafter, subject to Participant remaining continuously a Service Provider as of each such date]20.
|
The Target Number of PSUs specified herein represents the number of shares that would become issuable pursuant to the Award if the Company were to achieve exactly 100% of the performance metric described in Attachment I to this Grant Notice. The number of shares subject to the Award that may become issuable to you, if any, are subject to increase or decrease based on the Company's actual performance against such performance metric and will be determined in accordance with conditions specified in the PSU Vesting Criteria.
15
| Form of PSU grant notice and agreement provided in case the company decides to grant PSUs in the future.
|
16
| For Consultants and Directors who are not Employees
|
17
| For Consultants and Directors who are not Employees
|
18
| Selection of applicable vesting schedule, or determination that a different vesting schedule shall apply, subject to discretion of Administrator.
|
19
| For PSUs granted to members of the Company’s board of directors (who are not Employees).
|
20
| For PSUs granted to Employees.
|
By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and any Group Company policy that may be applicable to the Participant and the Award from time to time (the “Policies”). Participant has reviewed the Plan, this Grant Notice, the Agreement and the Policies in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Policies. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.
| | | | BICYCLE THERAPEUTICS PLC
| PARTICIPANT
|
|
|
|
| By:
| | | | :
| Name
| | [Participant Name]
| | Title:
| | |
Attachment I
PSU Vesting Criteria
Performance Metric:
[To be confirmed]
Performance Target:
[To be confirmed]
Calculation of final number of shares that may vest:
[To be confirmed]
ExhibitA
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.
1.2
| Incorporation of Terms of Plan.
|
The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
2.
| VESTING; FORFEITURE AND SETTLEMENT
|
| (a)
| The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.
|
| (c)
| PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date (except as otherwise provided in Section 2.2(d) below). Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation.
|
| (d)
| If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.
|
| (e)
| If a PSU is paid in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Taxes below.
|
| (f)(b)
| If the date Shares would otherwiseno resolution of a committee shall be distributed pursuant to Section 2.2(a) (the “Original Issuance Date”) falls oneffective unless a date thatmajority of those present when it is not a business day, delivery of Shares will instead occur on the next following business day. In addition, if:
|
| (i)
| the Original Issuance Date does not occur (1) during an “open window period” applicable to Participant, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities,passed are Directors or (2) on a date when Participant is otherwise permitted to sell Shares on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and
|
| (ii)
| either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy Withholding Taxes by withholding Shares from the Shares otherwise due, on the Original Issuance Date, to Participant under the Award, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Withholding Taxes in cash,
|
then the Shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when Participant is not prohibited from selling Shares of the in the open public market, but, if the Company determines that Participant may be subject to taxation in the United States, in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of Participant’s taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with United States Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares under the Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
3.
| TAXATION AND TAX WITHHOLDINGalternate Directors.
|
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax and/or social security consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
| Tax Withholding.The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any such powers and discharge any such committee in whole or in part. Insofar as any power, authority or discretion is so delegated, any reference in these Articles to the exercise by the Board of such power, authority or discretion shall be construed as if it were a reference to the exercise of such power, authority or discretion by such committee.
|
| (g)99.
| On each vesting date, and onLocal Management
|
99.1 | The Board may establish any local or before the time Participant receives a distributiondivisional boards or agencies for managing any of the shares underlying the PSUs, and at any other time as reasonably requested byaffairs of the Company in accordanceany specified locality, either in the United Kingdom or elsewhere, and appoint any persons to be members of such local or divisional board, or any managers or agents, and may fix their remuneration. |
99.2 | The Board may delegate to any local or divisional board, manager or agent so appointed any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any such local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any such appointment or delegation under this Article may be made, on such terms conditions as the Board may think fit. The Board may confer such powers either collaterally with, applicable tax laws, Participant hereby authorizesor to the exclusion of and in substitution for, all or any required withholdingof the powers of the Board in that respect and may revoke, withdraw, alter or vary all or any of such powers. |
99.3 | Subject to any terms and conditions expressly imposed by the Board, the proceedings of any local or divisional board or agency with two or more members shall be governed by such of these Articles as regulate the proceedings of the Board, so far as they are capable of applying. |
100.1 | The Board can decide when and where to have meetings and how they will be conducted. They may also adjourn meetings. |
100.2 | A Board meeting can be called by any Director. The Secretary must call a Board meeting if asked to do so by a Director. |
101. | Notice of Board Meetings |
101.1 | Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or given in writing or by electronic means to him at his last known address or any other address given by him to the Company for that purpose. |
101.2 | A Director may waive the requirement that notice be given to him of any Board meeting, either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. |
101.3 | It shall not be necessary to give notice of a Board meeting to a Director who is absent from the shares issuableUnited Kingdom unless he has asked the Board in writing that notices of Board meetings shall during his absence be given to Participant and/or otherwise agreehim at any address in the United Kingdom notified to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or any parent or Subsidiaryfor this purpose, but he shall not, in such event, be entitled to a longer period of notice than if he had been present in the United Kingdom at that arise in connection with Participant’s PSUs (the “address. |
102. | Withholding TaxesQuorum”). Participant hereby authorizes
|
102.1 | The quorum necessary for the Company and/or the relevant parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Withholding Taxes by one or a combinationtransaction of the following: (i) withholding from any compensation otherwise payable to Participantbusiness may be determined by the CompanyBoard (but shall be no less than two persons) and until otherwise determined shall be two persons, each being a Director or any parent or Subsidiary; (ii) causing Participant to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) withholding shares from the shares issued or otherwise issuable to Participant in connection with Participant’s PSUs with a fair market valuean alternate Director. |
(measured asA duly convened meeting of the date shares are issuedBoard at which a quorum is present shall be competent to Participant) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares so withheld will not exceed the amount necessary to satisfy the required tax and/exercise all or social security withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b)any of the Exchange Act, if applicable, such share withholding procedure will be subject toauthorities, powers, and discretions for the prior approval oftime being vested in or exercisable by the Company’s Remuneration Committee; or (iv) by requiring Participant to enter into a “same day sale” commitment with a broker-dealer in a manner satisfactory to the Company (including but not limited to a commitment under a 10b5-1 Arrangement).Board.
| (h)102.2
| Participant acknowledges that Participant is ultimately liableIf a Director ceases to be a director at a Board meeting, he can continue to be present and responsible for all taxes owedto act as a director and be counted in connection with the PSUs, regardless of any actionquorum until the Company or any Subsidiary takes with respect to any tax and/or social security withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax and/or social security withholding in connection with the awarding, vesting or paymentend of the PSUs or the subsequent salemeeting if no other Director objects and if otherwise a quorum of Shares. The Company and the Subsidiaries doDirectors would not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax and/or social security liability.be present.
|
4.103.
| OTHER PROVISIONSChairman
|
4.1103.1
| Adjustments.The Board may appoint one or more of its body as chairman or joint chairman and one or more of its body as deputy chairman of its meetings and may determine the period for which he is or they are to hold office and may at any time remove him or them from office.
|
103.2 | If no such chairman or deputy chairman is elected, or if at any meeting neither a chairman nor a deputy chairman is present within ten minutes of the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting. In the event two or more joint chairmen or, in the absence of a chairman, two or more deputy chairman being present, the joint chairman or deputy chairman to act as chairman of the meeting shall be decided by those Directors present. |
Participant acknowledgesQuestions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of that meeting shall have a second or casting vote (unless he is not entitled to vote on the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and terminationresolution in certain events as provided in this Agreement and the Plan.question).
4.2105.
| Notices.Participation by Telephone or Other Form of Communication
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Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address or email address in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given: (i) if sent by email, when actually received; and (ii) if sent by certified mail (return receipt requested) and deposited with postage prepaid in the applicable national mail, when delivered by a nationally recognized express shipping company.
4.3105.1
| Titles.Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or any other form of communications equipment (whether in use when these Articles are adopted or developed subsequently), provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
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Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
4.4105.2
| ConformityA person so participating by telephone or other communication shall be deemed to Applicable Laws.be present in person at the meeting and shall be counted in a quorum and entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the meeting then is.
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Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws, and the PSUs may be unilaterally cancelled by the Company (with the effect that all Participant’s rights hereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable.
105.3 | A resolution passed at any meeting held in the above manner, and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held. |
106. | Resolution in Writing |
106.1 | A resolution in writing signed or confirmed electronically by all the Directors for the time being entitled to receive notice of a Board meeting and to vote on the resolution and not being less than a quorum (or by all the members of a committee of the Board for the time being entitled to receive notice of such committee meeting and to vote on the resolution and not being less than a quorum of that committee), shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board (or committee, as the case may be). |
106.2 | Such a resolution may consist of several documents or electronic communications in the same form each signed or authenticated by one or more of the Directors or members of the relevant committee. |
4.5107.
| SuccessorsProceedings of Committees
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All committees of the Board shall, in the exercise of the powers delegated to them and in the transaction of business, conform with any mode of proceedings and regulations which the Board may prescribe and subject to this shall be governed by such of these Articles as regulate the proceedings of the Board as are capable of applying. 108. | Minutes of Proceedings |
108.1 | The Board shall keep minutes of all shareholder meetings, all Board meetings and Assigns.meetings of committees of the Board. The minutes must include the names of the Directors present. |
108.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting or the Secretary, shall be evidence of the matters stated in such minutes without any further proof. |
109. | Validity of Proceedings |
All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director, alternate Director or member of a committee shall be valid even if it is discovered afterwards that there was some defect in the appointment of any person or persons acting, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated their or his office. 110. | Transactions or Other Arrangements With the Company |
110.1 | Subject to the Companies Acts and provided he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
| (b) | act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; |
| (c) | be or become a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and |
| (d) | hold any office or place of profit with the Company (except as auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration as the Board may decide. |
110.2 | A Director shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
111. | Authorisation of Directors’ Conflicts of Interest |
111.1 | The Board may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under the Act to avoid conflicts of interest. |
111.2 | A Director seeking authorisation in respect of a conflict of interest shall declare to the Board the nature and extent of his interest in a conflict of interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the matter as are necessary for the Board to decide how to address the conflict of interest together with such additional information as may be requested by the Board. |
111.3 | Any authorisation under this Article will be effective only if: |
| (a) | to the extent permitted by the Act, the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of these Articles; |
| (b) | any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director and any other interested Director; and |
| (c) | the matter is agreed to without the Interested Director voting or would be agreed to if the Interested Director’s and any other interested Director’s vote is not counted. |
111.4 | Any authorisation of a conflict of interest under this Article must be recorded in writing (but the authority shall be effective whether or not the terms are so recorded) and may (whether at the time of giving the authorisation or subsequently): |
| (a) | extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised; |
| (b) | provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Directors or otherwise) related to the conflict of interest; |
| (c) | impose upon the Interested Director such other terms for the purposes of dealing with the conflict of interest as the Directors think fit; |
| (d) | provide that, where the Interested Director obtains, or has obtained (through his involvement in the conflict of interest and otherwise than through his position as a Director) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and |
| (e) | permit the Interested Director to absent himself from the discussion of matters relating to the conflict of interest at any meeting of the Directors and be excused from reviewing papers prepared by, or for, the Directors to the extent they relate to such matters. |
111.5 | Where the Directors authorise a conflict of interest, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the Directors in relation to the conflict of interest. |
111.6 | The Directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation. |
111.7 | A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a conflict of interest which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds. |
112. | Directors’ Permitted Interests |
112.1 | A Director cannot vote or be counted in the quorum on any resolution relating to any transaction or arrangement with the Company in which he has an interest and which may reasonably be regarded as likely to give rise to a conflict of interest but can vote (and be counted in the quorum) on the following: |
| (a) | giving him any security, guarantee or indemnity for any money or any liability which he, or any other person, has lent or obligations he or any other person has undertaken at the request, or for the benefit, of the Company or any of its subsidiary undertakings; |
| (b) | giving any security, guarantee or indemnity to any other person for a debt or obligation which is owed by the Company or any of its subsidiary undertakings, to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security; |
| (c) | a proposal or contract relating to an offer of any shares or debentures or other securities for subscription or purchase by the Company or any of its subsidiary undertakings, if the Director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; |
| (d) | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which only gives him benefits which are also generally given to employees to whom the arrangement relates; |
| (e) | any arrangement involving any other company if the Director (together with any person connected with the Director) has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder of that company). This does not apply if he knows that he has a Relevant Interest; |
| (f) | a contract relating to insurance which the Company can buy or renew for the benefit of the Directors or a group of people which includes Directors; and |
| (g) | a contract relating to a pension, superannuation or similar scheme or a retirement, death, disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the scheme relates. |
112.2 | A Director cannot vote or be counted in the quorum on a resolution relating to his own appointment or the settlement or variation of the terms of his appointment to an office or place of profit with the Company or any other company in which the Company has an interest. |
112.3 | Where the Directors are considering proposals about the appointment, or the settlement or variation of the terms or the termination of the appointment of two or more Directors to other offices or places of profit with the Company or any company in which the Company has an interest, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the Company has an interest and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. |
112.4 | A company shall be deemed to be one in which the Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate |
Director without prejudice to any interest which the alternate Director has otherwise. Where a company in which a Director has Relevant Interest is interested in a contract, he also shall be deemed interested in that contract. 112.5 | If a question arises at a Board meeting about whether a Director (other than the chairman of the meeting) has an interest which is likely to give rise to a conflict of interest, or whether he can vote or be counted in the quorum, and the Director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman’s ruling about the relevant Director is final and conclusive, unless the nature and extent of the Director’s interests have not been fairly disclosed to the Directors. If the question arises about the chairman of the meeting, the question must be directed to the Directors. The chairman cannot vote on the question but can be counted in the quorum. The Directors’ resolution about the chairman is final and conclusive, unless the nature and extent of the chairman’s interests have not been fairly disclosed to the Directors. |
113.1 | For the purposes of Articles 110 to 112 inclusive (which shall apply equally to alternate Directors): |
| (a) | An interest of a person who is connected (which word shall have the meaning given to it by section 252 of the Act) with a Director shall be treated as an interest of the Director. |
| (b) | A contract includes references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract. |
| (c) | A conflict of interest includes a conflict of interest and duty and a conflict of duties. |
| (d) | Subject to the Companies Acts, the Company may by ordinary resolution suspend or relax the provisions of Articles 110 to 112 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 110 to 112. |
The Board may, by power of attorney or otherwise, appoint any person or persons to be the agent or attorney of the Company and may delegate to any such person or persons any of its powers, authorities and discretions (with power to sub-delegate), in each case for such purposes and for such time, on such terms (including as to remuneration) and conditions as it thinks fit. The Board may confer such powers either collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Board in that respect and may revoke, withdraw, alter or vary any of such powers. 115. | Exercise of Voting Power |
The Board may exercise or cause to be exercised the voting power conferred by the shares in any other company held or owned by the Company, or any power of appointment to be exercised by the Company, in such manner as it thinks fit (including the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company). 116. | Provision for Employees on Cessation of Business |
The Board may, by resolution, sanction the exercise of the power to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking, but any such resolution shall not be sufficient for payments to or for the benefit of directors, former directors or shadow directors.
Subject to the Companies Acts, the Company may keep an overseas, local or other register and the Board may make and vary such regulations as it thinks fit respecting the keeping of any such register. 118.1 | Subject to these Articles and the Companies Acts, the Board may exercise all the powers of the Company to: |
| (b) | indemnify and guarantee; |
| (c) | mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company; |
| (d) | create and issue debentures and other securities; and |
| (e) | give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
118.2 | For the purpose of this Article, Group means the Company and its subsidiary undertakings for the time being. |
118.3 | Borrowings shall be deemed to include the following except in so far as otherwise taken into account: |
| (a) | the nominal amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking of the Company owned otherwise than by a member of the Group; |
| (b) | the nominal amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys which is not at the relevant time beneficially owned by a member of the Group, the redemption or repayment of which is the subject of a guarantee or indemnity by a member of the Group or which any member of the Group may be required to buy; |
| (c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group beneficially owned otherwise than by a member of the Group; |
| (d) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened by or on behalf of any member of the Group; and |
| (e) | the minority proportion of moneys borrowed by a member of the Group and owing to a partly-owned subsidiary undertaking. |
118.4 | Borrowings shall not include and shall be deemed not to include: |
| (a) | borrowings incurred by any member of the Group for the purpose of repaying within six months of the borrowing the whole or any part (with or without premium) of any borrowings of that or other member of the Group then outstanding, pending their application for such purpose within such period; |
| (b) | the minority proportion of moneys borrowed by a partly owned subsidiary undertaking and not owing to another member of the Group. |
118.5 | When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing then outstanding which is denominated or repayable in a currency |
other than sterling shall be notionally converted into sterling at the rate of exchange prevailing in London on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London on the last business day six months before that date. For these purposes the rate of exchange shall be taken to be the spot rate in London recommended by a London clearing bank, selected by the Board, as being the most appropriate rate for the purchase by the company of the currency in question for sterling on the day in question. 118.6 | A certificate or report by the auditors of the Company as to the amount of any borrowings or to the effect that the limit imposed by this Article has not been or will not be exceeded at any particular time or times, shall be conclusive evidence of such amount or fact for the purposes of this Article. Nevertheless the Board may at any time rely on a bona fide estimate of the aggregate of the borrowings. If, in consequence, the limit on borrowings set out in this Article is inadvertently exceeded, the amount of borrowings equal to the excess may be disregarded for 90 days after the date on which by reason of a determination of the auditors of the Company or otherwise the Board becomes aware that such a situation has or may have arisen. |
118.7 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or recipient of the security had, at the time the debt was incurred or security given, express notice that the said limit had been or would be exceeded. |
119. | Power to Authenticate Documents |
119.1 | Any Director, the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies or extracts as true copies or extracts. Where any books, records, documents or accounts are not at the Office, the local manager or other officer of the Company who has their custody shall be deemed to be a person appointed by the Board for this purpose. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. |
120.1 | The Board shall provide for the safe custody of the Seal. A Seal shall not be used without the authority of the Board or of a committee of the Board so authorised. |
120.2 | Subject as otherwise provided in these Articles, every document which is sealed using the Seal must be signed by at least one authorised person in the presence of a witness who attests the signature. An authorised person for this purpose is any Director, the Secretary or any other person authorised by the Directors for the purpose of signing documents to which the Seal is applied. |
120.3 | The Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the Seal shall not require to be signed unless the Board decides otherwise or the law otherwise requires. |
120.4 | The Board may decide who will sign an instrument to which a Seal is affixed (or in the case of a share certificate, on which the Seal may be printed) either generally or in relation to a particular instrument or type of instrument and may also determine either generally or in a particular case that a signature may be dispensed with or affixed by mechanical means. |
121. | Declaration of Dividends |
Subject to the Act and these Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. Subject to the Act, the Board may declare and pay such interim dividends (including any dividend at a fixed rate) as appears to the Board to be justified by the profits of the Company available for distribution. If the Board acts in good faith, it shall not incur any liability to the holders of shares for any loss that they may suffer by the lawful payment of any interim dividend on any other class of shares ranking with or after those shares. 123. | Calculation and Currency of Dividends |
Except as provided otherwise by the rights attached to shares, all dividends: | (a) | shall be declared and paid accordingly to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid; |
| (b) | shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly; and |
| (c) | may be declared or paid in any currency. The Board may decide the rate of exchange for any currency conversions that may be required and how any costs involved are to be met. |
124. | Amounts Due on Shares can be Deducted from Dividends |
The Board may deduct from any dividend or other money payable to any person on or in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to the shares of the Company. Sums so deducted can be used to pay amounts owing to the Company in respect of the shares. 125. | Dividends Not in Cash |
The Board may, by ordinary resolution of the Company direct, or in the case of an interim dividend may without the authority of an ordinary resolution direct, that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways. Where any difficulty arises regarding such distribution, the Board may settle it as it thinks fit. In particular, the Board may: | (a) | issue fractional certificates (or ignore fractions); |
| (b) | fix the value for distribution of such assets or any part of them and determine that cash payments may be made to any members on the footing of the values so fixed, in order to adjust the rights of members; and |
| (c) | vest any such assets in trustees on trust for the person entitled to the dividend. |
126. | No Interest on Dividends |
Unless otherwise provided by the rights attached to the share, no dividend or other monies payable by the Company or in respect of a share shall bear interest as against the Company.
127.1 | The Company may pay any dividend, interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means, as the Board may consider appropriate. For uncertificated shares, any payment may be made by means of the relevant system (subject always to the facilities and requirements of the relevant system) and such payment may be made by the Company or any person on its behalf by sending an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders of such shares or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
127.2 | The Company may send such payment by post or other delivery service (or by such means offered by the Company as the member or person entitled to it may agree in writing) to the registered address of the member or person entitled to it (or, if two or more persons are holders of the share or are jointly entitled to it because of the death or bankruptcy of the member or otherwise by operation of law, to the registered address of such of those persons as is first named in the Register) or to such person and such address as such member or person may direct in writing. |
127.3 | Every cheque, warrant, order or other form of payment is sent at the risk of the person entitled to the money represented by it, shall be made payable to the person or persons entitled, or to such other person as the person or persons entitled may direct in writing. Payment of the cheque, warrant, order or other form of payment (including transmission of funds through a bank transfer or other funds transfer system or by such other electronic means as permitted by these Articles or in accordance with the facilities and requirements of the relevant system concerned) shall be good discharge to the Company. If any such cheque, warrant, order or other form of payment has or shall be alleged to have been lost, stolen or destroyed the Company shall not be responsible. |
127.4 | Any joint holder or other person jointly entitled to a share may give an effective receipt for any dividend or other monies payable in respect of such share. |
127.5 | If a holder (or joint holder) does not specify an address, or does not specify an account or such other details and in each case that information is necessary in order to make a payment of a dividend, interest or other sum by the means by which in accordance with this Article the Board have decided that a payment is to be made or by which the holder (or joint holder) has validly elected to receive payment or the payment cannot be made by the Company using the details provided by the holder (or joint holders), the dividend, interest or other sum shall be treated as unclaimed for the purposes of these Articles. |
127.6 | The Board may, at its discretion, make provisions to enable any member as the Board shall determine to receive duly declared dividends in a currency or currencies other than sterling. For the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such rate or rates and the payment shall be on such terms and conditions as the Board may in its absolute discretion determine. |
If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the person entitled to them are returned to the Company or left uncashed on two consecutive occasions or, following one occasion, reasonable enquires have failed to establish any new address to be used for the purpose, the Company does not have to send any dividends or other monies payable in respect of that share due to that person until he notifies the Company of an address to be used for the purpose. All dividends, interest or other sums payable and unclaimed for 12 months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The Company shall not be a trustee in respect of such unclaimed dividends and will not be liable to pay interest on it. All dividends
that remain unclaimed for 12 years after they were first declared or became due for payment shall (if the Board so resolves) be forfeited and shall cease to remain owing by the Company. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: | (a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
| (b) | the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares, certificated or uncertificated depositary instruments in respect of such shares, on NASDAQ (or any other publication of a recognised investment exchange showing quotations for the Company’s ordinary shares), for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; |
| (c) | no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; |
| (d) | the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; |
| (e) | the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; |
| (f) | the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; |
| (g) | the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; |
| (h) | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; |
| (i) | the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; |
| (j) | the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and |
| (k) | the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme. |
131. | Capitalisation of Reserves |
131.1 | The Board may, with the authority of an ordinary resolution of the Company: |
| (a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company which is available for distribution or standing to the credit of the share premium account or capital redemption reserve or other undistributable reserve; |
| (b) | appropriate the sum resolved to be capitalised to the members in proportion to the nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided that: |
| (i) | the share premium account, the capital redemption reserve, any other undistributable reserve and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up in full shares to be allotted to members credited as fully paid; |
| (ii) | the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly; and |
| (iii) | in a case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time in not less than the aggregate of the called up share capital of the Company and its undistributable reserves as shown in the latest audited accounts of the Company or such other accounts as may be relevant and would not be reduced below that aggregate by the payment of it; |
| (c) | resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends; |
| (d) | make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of it to the Company rather than to the members concerned) or by payment in cash or otherwise as it thinks fit in the case of shares or debentures becoming distributable in fractions; |
| (e) | authorise any person to enter on behalf of such members concerned into an agreement with the Company providing for either: |
| (i) | the allotment to them respectively, credited as fully paid up, of any shares or debentures to which they may be entitled on such capitalisation; or |
| (ii) | the payment up by the Company on behalf of such members by the application of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, |
(any agreement made under such authority being effective and binding on all such members); and | (f) | generally do all acts and things required to give effect to such resolution. |
132.1 | Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject always to the Act, the Company or the Board may by resolution specify any date (record date) as the date at the close of business (or such other time as the Board may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. Such record date may be before, on or after the date on which the dividend, distribution, interest, allotment, issue, notice, information, document or circular is declared, made, paid, given, or served. |
132.2 | In the absence of a record date being fixed, entitlement to any dividend, distribution, interest, allotment, issue, notice, information, document or circular shall be determined by reference to the date on which the dividend is declared, the distribution allotment or issue is made or the notice, information, document or circular made, given or served. |
133. | Inspection of Records |
No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by law, by order of a court of competent jurisdiction, by the Board or by ordinary resolution of the Company.
134. | Accounts to be Sent to Members |
134.1 | In respect of each financial year, a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report shall be sent or supplied to: |
| (a) | every member (whether or not entitled to receive notices of general meetings); |
| (b) | every holder of debentures (whether or not entitled to receive notice of general meetings); and |
| (c) | every other person who is entitled to receive notice of general meetings; |
not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. 134.2 | This Article does not require copies of the documents to which it applies to be sent or supplied to: |
| (a) | a member or holder of debentures of whose address the Company is unaware; or |
| (b) | more than one of the joint holders of shares or debentures. |
134.3 | The Board may determine that persons entitled to receive a copy of the Company’s annual accounts, the strategic report, the Directors’ report, the Directors’ remuneration report, the auditor’s report on those accounts and on the auditable part of the Directors’ remuneration report are those persons entered on the Register at the close of business on a day determined by the Board, provided that the day determined by the Board may not be more than 21 days before the day that the relevant copies are being sent. |
134.4 | Where permitted by the Act, a strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by Article 134.1. |
135.1 | The Company can send, deliver or serve any notice or other document, including a share certificate, to or on a member: |
| (b) | by sending it through the postal system addressed to the member at his registered address or by leaving it at that address addressed to the member; |
| (c) | through a relevant system, where the notice or document relates to uncertificated shares; |
| (d) | where appropriate, by sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; |
| (e) | where appropriate, by making it available on a website and notifying the member of its availability in accordance with this Article; or |
| (f) | by any other means authorised in writing by the member. |
135.2 | In the case of joint holders of a share: |
| (a) | service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on, sending or supplying to all the joint holders; and |
| (b) | anything to be agreed or specified in relation to any notice, document or other information to be served on, sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the first named in the Register shall be accepted to the exclusion of that of the other joint holders. |
135.3 | Where a member (or, in the case of a joint holders, the person first named in the Register) has a registered address outside the United Kingdom but has notified the Company of an address within the United Kingdom at which notices, documents or other information may be given to him or has given to the Company an address for the purposes of communications by electronic means at which notices, documents or other information may be served, sent or supplied to him, the member shall be entitled to have notices served, sent or supplied to him at such address or, where applicable, the Company may make them available on a website and notify the holder of that address. Otherwise no such member shall be entitled to receive any notice, document or other information from the Company. |
135.4 | If on three consecutive occasions any notice, document or other information has been sent to any member at the member’s registered address or the member’s address for the service of notices (by electronic means or otherwise) but has been returned undelivered, such member shall not be entitled to receive notices, documents or other information from the Company until he shall have communicated with the Company and supplied in writing a new registered address or address within the United Kingdom for the service of notices or has informed the Company of an address for the service of notices and the sending or supply of documents and other information in electronic form. For these purposes, any notice, document or other information served, sent or supplied by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the Company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the Company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was served, sent or supplied. |
135.5 | The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. |
136. | Notice on Person Entitled By Transmission |
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inuregive notice to the benefitperson entitled to a share because of the successors and assignsdeath or bankruptcy of a member or otherwise by operation of law, by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the Company. Subjectdeceased or trustee of the bankrupt or representative by operation of law or by any like description, at the address (if any) within the United Kingdom supplied for the purpose by the person claimed to be so entitled or to which notices may be sent in electronic form. Until such an address has been so supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy or operation of law had not occurred. 137. | Record Date for Service |
Any notice, document or other information may be served, sent or supplied by the Company by reference to the restrictions on transfer set forthregister as it stands at any time not more than 15 days before the date of service, sending or supplying. No change in the Plan, this Agreement willregister after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on, sent or supplied to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be binding upon and inureentitled to the benefitany further service, sending or supplying of that notice, document or other information.
138.1 | Any notice, document or other information, addressed to a member at the member’s registered address or address for service in the United Kingdom shall, if served, sent or supplied by first class post, be deemed to have been served or delivered on the day after the day when it was put in the post (or, where second class post is employed, on the second day after the day when it was put in the post). Proof that an envelope containing the notice, document or other information was properly addressed and put into the post as a prepaid letter shall be conclusive evidence that the notice was given. |
138.2 | Any notice, document or other information not served, sent or supplied by post but delivered or left at a registered address or address for service in the United Kingdom (other than an address for the purposes of communications by electronic means) shall be deemed to have been served or delivered on the day on which it was so delivered or left. |
138.3 | Any notice, document or other information, if served, sent or supplied by electronic means shall be deemed to have been received on the day on which the electronic communication was sent by or on behalf of the Company notwithstanding that the Company subsequently sends a hard copy of such notice, document or other information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. Proof that the notice, document or other information was properly addressed shall be conclusive evidence that the notice by electronic means was given. |
138.4 | Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring system-participant acting on its behalf sends the issuer instruction relating to the notice, document or other information. |
138.5 | Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. |
139. | Notice When Post not Available |
If at any time by reason of the heirs, legatees, legal representatives, successors and assignssuspension, interruption or curtailment of postal services within the parties hereto. 4.6
| Limitations Applicable to Section 16 Persons.
|
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements ofUnited Kingdom the Company and Participant with respectis unable effectively to convene a general meeting by notices sent through the subject matter hereof.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
4.9
| Limitation on Participant’s Rights.
|
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part ofpost, the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will haveneed only the rightsgive notice of a general unsecured creditor ofmeeting to those members with whom the Company can communicate by electronic means and who have provided the Company with respectan address for this purpose. The Company shall also advertise the notice in at least one national newspaper published in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment of it. In any such case the Company shall send confirmatory copies of the notice by post to amounts credited and benefits payable,those members to whom notice cannot be given by electronic means if, any, with respectat least seven days prior to the PSUs, and rights no greater thanmeeting, the rightposting of notices to receive cash oraddresses throughout the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.United Kingdom again becomes practicable.
4.10140.
| Not a Contract of Employment.Indemnity and Insurance
|
| (a) | companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; |
| (b) | a relevant officer means any Director or other officer or former director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company |
Nothing in the Plan, the Grant Notice B-56
(or this Agreement confers upon Participant any right to continue in the employassociated company) as auditor (whether or service of the Companynot he is also a director or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, exceptother officer), to the extent expressly provided otherwisehe acts in a written agreement between the Company or a Subsidiaryhis capacity as auditor); and Participant. | 4.11(c)
| Counterparts.relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company.
|
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
140.2 | Subject to Article 140.4, but without prejudice to any indemnity to which a relevant officer is otherwise entitled: |
| (a) | each relevant officer shall be indemnified out of the Company’s assets against all relevant loss and in relation to the Company’s (or any associated company’s) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act), including any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company’s (or any associated company’s) affairs; and |
| (b) | the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 140.2(a) and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure. |
140.3 | This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. |
140.4 | The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss. |
141.1 | If the Company is wound up, the liquidator may, with the authority of a special resolution and any other authority required by law, divide among the members in specie the whole or any part of the assets of the Company. This applies whether the assets shall consist of property of one kind or different kinds. For this purpose, the liquidator may set such value as the liquidator considers fair on any asset or assets and may determine how to divide it between the members or different classes of members. The liquidator may, with the authority of a special resolution and any other authority required by the law, transfer all or any part of the assets to trustees on such trusts for the benefit of members as the liquidator decides. Where the liquidator divides or transfers any assets in pursuance of the powers in this Article, no member shall be required to accept any asset in respect of which there is a liability. |
141.2 | Article 141.1 is without prejudice to any right or power that the liquidator may have, in the absence of the rights expressly conferred by Article 141.1, to divide or transfer the assets in specie as contemplated in Article 141.1 without a special resolution. |
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| SG150 Bicycle Therapeutics pic Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: The Annual General Meeting of Bicycle Therapeutics pic will be held at Building 900 Babraham Research Campus, Babraham, Cambridge, CB22 3AT, United Kingdom on June 27, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time). Shareholder Reference Number Please detach this portion before posting this proxy form.plc Form of Proxy - Annual General Meeting to be held on June 27, 2022 Cast your Proxy online...It's fast, easyMay 16, 2024 Kindly Note: This form is issued only to the addressee(s) and secure! www.investorcentre.eo.uk/eproxy You will be askedis specific to enter the Control Number, Shareholder Reference Number (SRN)unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and PIN shown opposite and agree to certain terms and conditions. Control Number: 917815 sRN: PIN: View the Annual Report online: online: https://investors.bicycletherapeutics.com Register at www.investorcentre.co.uk - elect electronic communications & manage your shareholding online! To be effective, all proxy appointments must be lodged with the Company's registrars at Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZY by June 23, 2022 at 12:00 p.m. (midday) London Time (7:00a.m. Eastern Daylight Time).accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 4. 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on histheir behalf at the meeting. If you wish to appoint a person other than the Chairman, of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement,please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorizedauthorised to act as your proxy.Ifproxy. If returned without an indication as to how the proxy shall vote on any particular matter,the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued within respect toof a designated account for a shareholder, the proxy will exercise hisdiscretionhis discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline aton 0370 703 0031 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares withrespectin relation to which they are authorizedauthorised to act as your proxy.Pleaseproxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution.However,resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00p.m.London time (1:00 p.m.Eastern Daylight Time)close of business on June 23, 2022.Changesthe day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any suchthe CREST system, CREST messages must be received by the issuer's agent prior to(ID number 3RA50) not later than 48 hours before the specified deadline withintime appointed for holding the relevant system.Formeeting. For this purpose,the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform)CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platformby CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members.IfMembers. If this information is incorrect please callring the Registrar's helpline on 0370 703 0031 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 5. 2. 6. 3. 7. B. Kindly Note: This form is issued only toTo be effective, all proxy appointments must be lodged with the addressee(s) and is specific to the unique designated account printed hereon.This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company andCompany’s Registrars at: Computershare Investor Services PLC, accept no liabilityThe Pavilions, Bridgwater Road, Bristol BS99 6ZY by May 14, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Annual General Meeting of Bicycle Therapeutics plc will be held at the offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on May 16, 2024 at 9:00 a.m. EDT (2:00 p.m. London time). Shareholder Reference Number Please detach this portion before posting this proxy form. The notice of annual general meeting and accompanying proxy statement, the 2023 UK annual report and the annual report on Form 10-K are available for any instruction that does not comply with these conditions. All Named Holders 177383_209952_RUN_ONS/you to review at www.bicycletherapeutics.com Register today and make a positive impact by electing for electronic communications & manage your holding online! PIN: SRN: Control Number: 919067 188162_232175_RUN_ONS/000001/000001/SG625tn 12SMBC 001 1w!11·• [!].SG150//i |
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| - Poll Card Ordinary Reaolutiona To be completed only at the AGM. Yala For Agol..t -old For Aplnst Withhold D D D D D D 1. To III-EIIect Pler111Legauft as a dlructor. 7. To re-appoint PrioewaterhouseCoopers LLP, a limited liability partnership organized under the laws crf England, as our U.K. statutory audittxs, to hold office until the conclusion of the next annual generalmeeting of shareholders. D D D To III-EIIect RlchamKender as a dlructor. Z. D D D 3. To approv,on advisory basis, the compensation crf our named executive officers. D D D 8. To authorize the Audit Commit1ee to determine our U.K. statutory auditors' remuneration for the year ending December 31, 2022. z ,-1 y_. D y_. WIIINIII Ylll" D D D D 9. To racaive and adopt our U.K. statuloly annual accounts and reports for the year ended December 31,2021. D D 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory YOlBs on executive compensation. D D D 10. To apprllllll the diructors' ramunaralion raport fer the year ended December31,2021 which isset forth in AnnexA1Dthis statement Yala For Agol..t -old D D D 5. To approv11 the amendment of the 2020 Equity Incentive Plan to ina-ease the number of shares available for issuance under the plan. D D D I. To R!tify the appointment crf PricewaiBrhouseCoopers LlP,a llmlled liability partnership organized under the laws crf England, as our U.S.independent registered public accounting firm fer the year ending December 31, 2022. Signature In the caaa of a Corpora!on,a latler of rapraaanta!on will be raqulrad (In accordance wllh S323 of the CllmpanlaaI'd 2006f unlau11111has already beanlodged atraglllratlon. Form of Proxy PleasecomplatePlease complete this box only if youwishtoappointyou wish to appoint a thirdpartyproxythird party proxy other thantheChairmanofthe M88ting.than the Chairman. Please leave this box blank if you want to select the Chairmanof theMeeting.DoChairman. Do not insert your own name(s). + lf!NeI/We hereby appoint the ChainnanChairman of the Meeting OR the person indicated in the box above as my/our proxy to attend,speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bicycle Therapeutics picplc to be held at Building 900 Babraham Research Campus, Babraham, Cambridge,CB22 3ATthe offices of Cooley LLP, located at 55 Hudson Yards, New York, NY 10001 on Juna 27,2022 at12:May 16, 2024 at 9:00 a.m. EDT (2:00 p.m.(midday) London time), and at any adjourned meeting. Please use a black pen. Mark with an X l'i1 inside the box as shown in this example. •DFor* For the appointment of more lhlinthan one proxy, pi-referplease refer to Explanatory Note 2 (-fronQ.(see front). Please mark here to indicate that this proxy appoinbnentappointment is one of multiple appoinbnentsappointments being made. Vola Agllnlt Withheld VoteI/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). Ordinary Resolutions A;linstFor Against Vote Withheld For For DOD1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement 4. To ratify the appointment of PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office untilthe condusionuntil the conclusion of the next annualgeneralannual general meeting of shareholders. DOD 2. To re lect Richard Kender as a director. DOD 3. To approve,on advisory basis, the compensation of our named executive oflicers. DOD 8.shareholders 6. To authorize the Audit Committee to determine our U.K.statutory auditors'U.K. statutory auditors’ remuneration for the year ending December 31, 20.22. 1 YNr 2 y..,. 3 Vole Yeans Wilhh..d DODD Vola 4. To indicate, on an advisory basis, the preferred frequency of shareholder advisory voles on executive compensation. DOD 9.2024 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December31,2021. For Agllnlt Withheld DOD DOD 10.December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve the directors'our directors’ remuneration report for the year ended December 31, 20212023 (the "directors' remuneration report"), which is set forth inas Annex A to thisthe proxy statement. 5.statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Ordinary Resolutions For Against Vote Withheld 1. To re-elect as a director Kevin Lee, who retires in accordance with the Articles of Association 2. To re-elect as a director Jose-Carlos Gutierrez-Ramos, who retires in accordance with the Articles of Association 3. To approve, on advisory basis, the amendmentcompensation of our named executive officers, as disclosed in the 2020 Equity Incentive Plan to increase the number of shares available for issuance under the plan. DOD Intention to Attend -------------- 6.proxy statement 4. To ratify the appoinbnentappointment of PrlcewaterhouseCoopersPricewaterhouseCoopers LLP,a limited liability partnership organized under the laws of England, as our U.S.independentU.S. independent registered public accounting firm for the year ending December31,2022. DDecember 31, 2024 5. To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of the next annual general meeting of shareholders 6. To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024 For Against Vote Withheld 7. To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the "2023 U.K. Annual Report") 8. To approve our directors’ remuneration report for the year ended December 31, 2023 (the "directors' remuneration report"), which is set forth as Annex A to the proxy statement 9. To authorize the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £1,000,000 Special Resolutions 10. To empower the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £1,000,000 pursuant to the authorization in Resolution 9 as if U.K. statutory pre-emption rights did not apply 11. To adopt new articles of association, which are set forth in Annex B to the proxy statement Intention To Attend Please indicate if you intend to attend the AGM lf!Ne instruct my/our proxy asindicated onH 6 8 2 0 5 B Y C To be completed only at the AGM if a Poll is called. * Please use a black pen. Mark with an X inside the box as shown in this fonn.Unless otherwise instructed the proxy may vote ashe or she sees fit or abstain inrelation to anybusiness of the meeting. Signature Date Iexample. In the case of a corporation,Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this proxy must be given under its common sealor be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). I I • + WKF1248 0 3 BYC 12SNI!C D01has already been lodged at registration.
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