Exhibit 10.83
Andrew Phillipps
c/o Active Hotels Limited
Compass House
80 Newmarket Road
Cambridge
CB5 8DZ
The Directors
Active Hotels Limited
Compass House
80 Newmarket Road
Cambridge
CB5 8DZ
Dear Sirs
Active Hotels Limited - Subscription for Shares
I, the undersigned, hereby irrevocably apply for the allotment and issue to me of 88,634 B Ordinary Shares of 0.1 pence each in the capital of Active Hotels Limited (the “Company”) (the “Purchased Securities”) credited as fully paid at a premium of 1,692.35 pence per share and for that purpose I undertake to forward payment of 1,499,998.31.
I acknowledge that this application is made on the basis that I will hold any Purchased Securities allotted to me subject to the provisions of the memorandum and Articles of Association of the Company. If this application is accepted, I request that my name and address as detailed below be entered in the register of members of the Company as the holder of the Purchased Securities.
Yours faithfully
/s/ Andrew Phillipps | |
Andrew Phillipps |
c/o Active Hotels
Compass House
80 Newmarket Road
Cambridge
CB5 8DZ
Dated: 21 September 2004
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Exhibit 10.83
Joint Election - Purchased Securities
Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for full disapplication of Chapter 2, Part 7 of the Income Tax (Earnings and Pensions) Act 2003
1. Between
The Employee | | Andrew Phillipps |
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whose National Insurance Number is | | NR 320975C |
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and | | |
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the Company (who is the Employee’s employer) | | Active Hotels Limited |
| | |
of Company Registration Number | | 3512889 |
2. Purpose of Election
This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.
The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).
Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.
3. Application
This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:
Number of securities | | 88,634 |
| | |
Description of securities | | B Ordinary Shares of .01 p each |
| | |
Name of issuer of securities | | Active Hotels Limited |
Acquired by the Employee on 21 September 2004.
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Exhibit 10.83
4. Extent of Application
This election under section 431(1) ITEPA disapplies all restrictions attaching to the securities.
5. Declaration
This election will become irrevocable upon the later of its signing or the acquisition and each subsequent acquisition of employment-related securities to which this election applies.
In signing this joint election, we agree to be bound by its terms as stated above.
/s/ Andrew Phillipps | | 21/9/2004 | |
Signature | (Employee) | Date |
| | |
| | |
/s/ Matthew Witt | | 21/9/2004 | |
Signature (for and on behalf of the Company) | Date | |
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Operations Director | | | |
Position in company | | |
| | | | |
Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.
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