EXHIBIT 36
The Oxford
GlycoSciences
Sharesave Scheme
11 March 1998
New Bridge Street Consultants
20 Little Britain
London EC1A 7DH
Ref: N/2926/SS. 3.doc
Inland Revenue Ref: SRS 2092/AJW
Date Adopted: 18 March 1998
Date Amended 10 May 2001 and 9 May 2002
CONTENTS
Page
1. DEFINITIONS AND INTERPRETATION...........................................1
2. ELIGIBILITY..............................................................2
3. GRANT OF OPTIONS.........................................................3
4. LIMITS...................................................................5
5. EXERCISE OF OPTIONS......................................................6
6. TAKEOVER, RECONSTRUCTION AND WINDING UP..................................8
7. VARIATION OF CAPITAL.....................................................9
8. ALTERATIONS.............................................................10
9. MISCELLANEOUS...........................................................10
1. DEFINITIONS AND INTERPRETATION
(1) In this Scheme, unless the context otherwise requires:-
"3-Year Option", "5-Year Option" and "7-Year Option" have the meanings
given in Rule 3(2) below;
"Amendment Date" means 10 May 2001;
"Associated Company" means an associated company within the meaning given
to that expression by section 187(2) of the Taxes Act 1988 for the
purposes of paragraph 23 of Schedule 9;
"the Board" means the board of directors of the Company or a committee
appointed by them;
"Bonus Date", in relation to an option, means:-
(a) in the case of a 3-Year Option, the earliest date on which the bonus
is payable,
(b) in the case of a 5-Year Option, the earliest date on which a bonus
is payable, and
(c) in the case of a 7-Year Option, the earliest date on which the
maximum bonus is payable;
and for this purpose "payable" means payable under the Savings Contract
made in connection with the option;
"the Company" means Oxford GlycoSciences Plc (registered in England and
Wales No. 02723527);
"the Grant Day" shall be construed in accordance with Rule 2(1) below;
"Listing" means the admission of ordinary shares in the Company to the
Official List of the London Stock Exchange;
"the London Stock Exchange" means London Stock Exchange Limited;
"Participant" means a person who holds an option granted under this
Scheme;
"Participating Company" means the Company or any Subsidiary to which the
Board has resolved that this Scheme shall for the time being extend;
"the Priority Offer" means the priority offer to employees of shares in
the Company at the time of Listing;
"the Qualifying Period" has the meaning given in Rule 2(3) below;
"Recruitment Option" has the meaning given to it by Rule 4(5);
"the Relevant Time" has the meaning given in Rule 2(3) below;
"Savings Body" means any building society, institution authorised under
the Banking Act 1987 or relevant European institution (within the meaning
of Schedule 15A to the Taxes Act 1988) with which a Savings Contract can
be made;
"Savings Contract" means an agreement to pay monthly contributions under
the terms of a
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certified contractual savings scheme, within the meaning of section 326 of
the Taxes Act 1988, which has been approved by the Inland Revenue for the
purposes of Schedule 9;
"Schedule 9" means Schedule 9 to the Taxes Act 1988;
"Subsidiary" means a body corporate which is a subsidiary of the Company
within the meaning of section 736 of the Companies Act 1985 and of which
the Company has control;
"the Taxes Act 1988" means the Income and Corporation Taxes Act 1988;
and expressions not otherwise defined in this Scheme have the same
meanings as they have in Schedule 9.
(2) Any reference in this Scheme to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.
2. ELIGIBILITY
(1) Subject to sub-rule (5) below, an individual is eligible to be granted an
option on any day ("the Grant Day") if (and only if):-
(a) he is on the Grant Day an employee or director of a company which is
a Participating Company, and
(b) he either satisfies the conditions specified in sub-rule (2) below
or is nominated by the Board for this purpose.
(2) The conditions referred to in sub-rule (1)(b) above are that the
individual:-
(a) shall at all times during the Qualifying Period have been an
employee (but not a director) or a full-time director of the Company
or a company which was for the time being a Subsidiary; and
(b) was at the Relevant Time chargeable to tax in respect of his
employment or office under Case I of Schedule E.
(3) For the purposes of sub-rule (2) above:-
(a) the Relevant Time is any time during the period of 5 years ending
with the Grant Day as the Board may determine (provided that no such
determination may be made if it would have the effect that the
Qualifying Period would not fall within that 5-year period);
(b) the Qualifying Period is the period of 6 months ending at the
Relevant Time or such other period ending at the Relevant Time but
falling within the 5-year period mentioned in paragraph (a) above as
the Board may determine;
(c) an individual shall be treated as a full-time director of a company
if he is obliged to devote to the performance of the duties of his
office or employment with the company not less than 25 hours a week;
(d) Chapter I of Part XIV of the Employment Rights Act 1996 shall have
effect, mutatis mutandis, for ascertaining the length of the period
during which an individual shall have been an employee or a
full-time director and whether he shall have been an employee or a
full-time director at all times during that period.
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(4) Any determination of the Board under paragraph (a) or (b) of sub-rule (3)
above shall have effect in relation to every individual for the purpose of
ascertaining whether he is eligible to be granted an option on the Grant
Day.
(5) An individual is not eligible to be granted an option at any time if he is
at that time ineligible to participate in this Scheme by virtue of
paragraph 8 of Schedule 9.
3. GRANT OF OPTIONS
(1) Subject to Rule 4(3) below, the Board may grant an option to acquire
shares in the Company which fulfil the conditions specified in paragraphs
10 to 14 of Schedule 9, upon the terms set out in this Scheme, to any
individual who:-
(a) is eligible to be granted an option in accordance with Rule 2 above,
and
(b) has applied for an option and proposed to make a Savings Contract in
connection with it (with a Savings Body approved by the Board) in
the form and manner prescribed by the Board;
and for this purpose an option to acquire includes an option to purchase
and an option to subscribe.
(2) The type of option to be granted to an individual, that is to say a 3-Year
Option, a 5-Year Option or a 7-Year Option, shall be determined by the
Board or, if the Board so permits, by the individual; and for this
purpose:-
(a) a 3-Year Option is an option in connection with which a three year
Savings Contract is to be made and in respect of which the repayment
for the purposes of sub-rule (4) below is, subject to Rule 4(5)
below, to be taken as including the bonus,
(b) a 5-Year Option is an option in connection with which a five year
Savings Contract is to be made and in respect of which that
repayment is, subject to Rule 4(5) below, to be taken as including a
bonus other than the maximum bonus, and
(c) a 7-Year Option is an option in connection with which a five year
Savings Contract is to be made and in respect of which that
repayment is subject to Rule 4(5) below, to be taken as including
the maximum bonus.
(3) The amount of the monthly contribution under the Savings Contract to be
made in connection with an option granted to an individual shall, subject
to Rule 4(5) below, be the amount which the individual shall have
specified in his application for the option, being an amount not less than
(pound)5 or such other minimum amount as may for the time being be
permitted by paragraph 24(2)(b) of Schedule 9, that he is willing to pay
or, if lower, the maximum permitted amount, that is to say, the maximum
amount which:-
(a) when aggregated with the amount of his monthly contributions under
any other Savings Contract linked to this Scheme or to any other
savings-related share option scheme approved under Schedule 9, does
not exceed (pound)250 or such other maximum amount as may for the
time being be permitted by paragraph 24(2)(a) of Schedule 9 and as
may be permitted by the guidelines issued by the Association of
British Insurers,
(b) does not exceed the maximum amount for the time being permitted
under the terms of the Savings Contract, and
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(c) when aggregated with the amount of his monthly contributions under
any other Savings Contract linked to this Scheme, does not exceed
any maximum amount determined by the Board.
(4) The number of shares in respect of which an option may be granted to any
individual shall be the maximum number which can be paid for, at the price
determined under sub-rule (5) below, with monies equal to the amount of
the repayment due on the Bonus Date under the Savings Contract to be made
in connection with the option; and what the repayment shall be treated as
including for this purpose shall be determined in accordance with sub-rule
(2) above.
(5) The price at which shares may be acquired by the exercise of options of a
particular type granted on any day shall be determined by the Board and
stated on that day, provided that:-
(a) if shares of the same class as those shares are quoted in the London
Stock Exchange Daily Official List, the price shall not be less than
the Specified Percentage of the middle-market quotation of shares of
that class (as derived from that List) on -
(i) the dealing day last preceding the period of 5 dealing days
ending with the date on which invitations to apply for the
options were given pursuant to sub-rule (6) below, or
(ii) if that dealing day does not fall within the period of 30 days
(or, where Rule 4(5) below applies, 42 days) ending with the
day on which the options are granted or falls prior to the
date on which the Company last announced its annual or
half-yearly results, on the dealing day last preceding the day
on which the options are granted or such other dealing day as
may be agreed with the Inland Revenue;
(b) if paragraph (a) above does not apply, the price shall not be less
than the Specified Percentage of the market value (within the
meaning of Part VIII of the Taxation of Chargeable Gains Act 1992)
of shares of that class, as agreed in advance for the purposes of
this Scheme with the Shares Valuation Division of the Inland
Revenue, on -
(i) the date on which invitations to apply for the options were
given pursuant to sub-rule (6) below; or
(ii) if that date does not fall within the period of 30 days (or,
where Rule 4(5) below applies, 42 days) ending with the day on
which the options are granted, or on the occasion of the first
grant of options under the Scheme, on the day on which the
options are granted or such other day as may be agreed with
the Inland Revenue; and
(c) in the case of an option to acquire shares only by subscription, the
price shall not be less than the nominal value of those shares;
and for this purpose "the Specified Percentage" is 80 per cent or such
other percentage as may be specified in paragraph 25 of Schedule 9 and as
may be permitted by the guidelines issued by the Association of British
Insurers.
(6) The Board shall ensure that, in relation to the grant of options on any
day:-
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(a) every individual who is eligible to be granted an option on that day
has been given an invitation to apply for an option within a period
of not less than 14 days from the date on which the invitation was
given; and
(b) every such individual who has applied for an option as mentioned in
sub-rule (1) above is in fact granted an option on that day.
(7) An invitation to apply for an option may only be given:-
(a) within the period of 6 weeks beginning with -
(i) for the first offer only, a date set by the Board, or
(ii) the dealing day next following the date on which the Company
announces its results for any period,
or at any other time when the circumstances are considered by the
Board to be sufficiently exceptional to justify the giving of an
invitation; and
(b) within the period of 10 years beginning with the date on which this
Scheme is adopted by the Company.
(8) An option granted to any individual:-
(a) shall not, except as provided in Rule 5(3) below, be capable of
being transferred by him;
(b) shall lapse forthwith if he is adjudged bankrupt; and
(c) in the case of an option granted prior to Listing, shall lapse if
Listing does not occur within four weeks of the date on which the
option was granted.
(9) Options may not be granted later than 4 weeks after the end of the periods
specified in sub-rule 7(a) above.
(10) The grant of any option under the Scheme shall be subject to obtaining any
approval or consent required under the provisions of the document
"Admission of Securities to Listing" published by The Stock Exchange, of
the City Code on Take-overs and Mergers, or of any regulation or
enactment.
4. LIMITS
(1) Subject to sub-rule (2) below, no options shall be granted which would, at
the time they are granted, cause the number of shares in the Company which
shall have been or may be issued in pursuance of options granted in the
period of 10 years beginning with the Amendment Date, or been issued in
that period otherwise than in pursuance of options, whether under this
Scheme or under any other employees' share scheme adopted by the Company
to exceed the number representing 10 per cent. of the issued ordinary
share capital of the Company at that time.
(2) No options (excluding for the purposes of this sub-rule Recruitment
Options) shall be granted in any 12 month period beginning with the
Amendment Date or any anniversary of it which would, at the time they are
granted, cause the number of shares which have been or may be issued in
pursuance of options or other awards of shares made in that period whether
made
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under this Scheme or under any other employees' share scheme adopted by
the Company to exceed the number representing 2 per cent. of the issued
ordinary share capital of the Company at that time.
(3) If the grant of options on any day would but for this sub-rule cause any
of the above limits to be exceeded, the provisions set out in sub-rule (4)
below shall be successively applied (in the order in which they are set
out or in any other order determined by the Board) so far as is necessary
to ensure that those limits are not exceeded.
(4) Those provisions are:-
(a) if the Board shall have decided that this paragraph is to apply, for
the purpose of determining the amount of the monthly contribution,
the maximum permitted amount referred to in Rule 3(3) above shall be
taken as successively reduced by (pound)1, (pound)2, (pound)3 and so
on, but shall not be reduced to less than the minimum amount
permitted under the terms of the Savings Contract;
(b) any such other manner approved by the Inland Revenue;
(c) the Board shall not grant any options on the day in question.
(5) A Recruitment Option is an option granted under the Oxford GlycoSciences
Executive Share Option Scheme and which the Board resolves at the time of
grant to be a Recruitment Option.
5. EXERCISE OF OPTIONS
(1) The exercise of any option shall be effected in the form and manner
prescribed by the Board, provided that the monies paid for shares on such
exercise shall not exceed the amount of the repayment made and any
interest paid under the Savings Contract made in connection with the
option.
(2) Subject to sub-rules (3), (4) and (6) below and to Rule 6 below, an option
shall not be capable of being exercised before the Bonus Date.
(3) Subject to sub-rule (8) below:-
(a) if any Participant dies before the Bonus Date, any option granted to
him may be exercised by his personal representatives within 12
months after the date of his death, and
(b) if he dies on or within 6 months after the Bonus Date, any option
granted to him may be exercised by his personal representatives
within 12 months after the Bonus Date,
provided in either case that his death occurs at a time when he either
holds the office or employment by virtue of which he is eligible to
participate in this Scheme or is entitled to exercise the option by virtue
of sub-rule (4) below. Any option not exercised within these periods shall
lapse.
(4) Subject to sub-rule (8) below, if any Participant ceases to hold the
office or employment by virtue of which he is eligible to participate in
this Scheme (otherwise than by reason of his death), the following
provisions apply in relation to any option granted to him:-
(a) if he so ceases by reason of injury, disability, redundancy within
the meaning of the Employment Rights Act 1996, or retirement on
reaching the age of 60 or any other
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age at which he is bound to retire in accordance with the terms of
his contract of employment, the option may (and subject to sub-rule
(3) above must, if at all) be exercised within 6 months of his so
ceasing;
(b) if he so ceases by reason only that the office or employment is in a
company of which the Company ceases to have control or relates to a
business or part of a business which is transferred to a person who
is neither an Associated Company of the Company nor a company of
which the Company has control, the option may (and subject to
sub-rule (3) above must, if at all) be exercised within 6 months of
his so ceasing;
(c) if he so ceases for any other reason within 3 years of the grant of
the option, the option may not be exercised at all; and
(d) if he so ceases for any other reason (except for dismissal for
misconduct) more than 3 years after the grant of the option, the
option may (and subject to sub-rule (3) above must, if at all) be
exercised within 6 months of his so ceasing.
Any option not exercised within these periods shall lapse.
(5) Subject to sub-rule (8) below, if, at the Bonus Date, a Participant holds
an office or employment with a company which is not a Participating
Company but which is an Associated Company or a company of which the
Company has control, any option granted to him may (and subject to
sub-rule (3) above must, if at all) be exercised within 6 months of the
Bonus Date. Any option not exercised within these periods shall lapse.
(6) Subject to sub-rule (8) below, where any Participant continues to hold the
office or employment by virtue of which he is eligible to participate in
this Scheme after the date on which he reaches the age of 60, he may
exercise any option within 6 months of that date.
(7) Subject to sub-rule (3) above, an option shall not be capable of being
exercised later than 6 months after the Bonus Date.
(8) Where, before an option has become capable of being exercised, the
Participant gives notice that he intends to stop paying monthly
contributions under the Savings Contract made in connection with the
option, or is deemed under its terms to have given such notice, or makes
an application for repayment of the monthly contributions paid under it,
the option may not be exercised at all and shall lapse.
(9) A Participant shall not be treated for the purposes of sub-rules (3) and
(4) above as ceasing to hold the office or employment by virtue of which
he is eligible to participate in this Scheme until he ceases to hold an
office or employment in the Company or any Associated Company or company
of which the Company has control, and a female Participant who ceases to
hold the office or employment by virtue of which she is eligible to
participate in this Scheme by reason of pregnancy or confinement and who
exercises her right to return to work under the Employment Rights Act 1996
before exercising her option shall be treated for the purposes of sub-rule
(4) above as not having so ceased to hold her office or employment.
(10) A Participant shall not be eligible to exercise an option at any time:-
(a) unless, subject to sub-rules (4) and (5) above, he is at that time a
director or employee of a Participating Company;
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(b) if he is not at that time eligible to participate in this Scheme by
virtue of paragraph 8 of Schedule 9.
(11) An option shall not be capable of being exercised more than once.
(12) Within 30 days after an option has been exercised by any person, the Board
shall allot to him (or a nominee for him) or, as appropriate, procure the
transfer to him (or a nominee for him) of the number of shares in respect
of which the option has been exercised, unless:-
(a) the Board considers that the issue or transfer of the shares would
not be lawful in all relevant jurisdictions; or
(b) in a case where a Participating Company is obliged to account for
any tax (in any jurisdiction) for which the person in question is
liable by virtue of the exercise of the option, or would suffer a
disadvantage if it were not to account for that tax, that or another
Participating Company is not able to withhold the tax from his
remuneration and has not received payment from him of a
corresponding amount.
(13) All shares allotted under this Scheme shall rank equally in all respects
with the shares of the same class then in issue except for any rights
attaching to such shares by reference to a record date before the date of
the allotment.
(14) The allotment or transfer of any shares under this Scheme shall be subject
to obtaining any such approval or consent as is mentioned in Rule 3(10)
above.
6. TAKEOVER, RECONSTRUCTION AND WINDING UP
(1) If any person obtains control of the Company (within the meaning of
section 840 of the Taxes Act 1988) as a result of making a general offer
to acquire shares in the Company, or having obtained control makes such an
offer, the Board shall within 7 days of becoming aware thereof notify
every Participant thereof and, subject to sub-rules (3), (4), (7) and (8)
of Rule 5 above, any option may be exercised within one month (or such
longer period as the Board may permit) of the notification, but not later
than 6 months after that person has obtained control.
(2) For the purposes of sub-rule (1) above, a person shall be deemed to have
obtained control of the Company if he and others acting in concert with
him have together obtained control of it.
(3) If any person becomes bound or entitled to acquire shares in the Company
under sections 428 to 430F of the Companies Act 1985, or if under section
425 of that Act the Court sanctions a compromise or arrangement proposed
for the purposes of or in connection with a scheme for the reconstruction
of the Company or its amalgamation with any other company or companies, or
if the Company passes a resolution for voluntary winding up, the Board
shall forthwith notify every Participant thereof and, subject to sub-rules
(3), (4), (7) and (8) of Rule 5 above, any option may be exercised within
one month of the notification, but to the extent that it is not exercised
within that period shall (notwithstanding any other provision of this
Scheme) lapse on the expiration of that period.
(4) If any company ("the acquiring company"):-
(a) obtains control of the Company as a result of making-
(i) a general offer to acquire the whole of the issued ordinary
share capital of the Company which is made on a condition such
that if it is satisfied the acquiring company will have
control of the Company, or
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(ii) a general offer to acquire all the shares in the Company which
are of the same class as the shares which may be acquired by
the exercise of options granted under this Scheme, or
(b) obtains control of the Company in pursuance of a compromise or
arrangement sanctioned by the court under section 425 of the
Companies Act 1985 or Article 418 of the Companies (Northern
Ireland) Order 1986, or
(c) becomes bound or entitled to acquire shares in the Company under
sections 428 to 430F of that Act or Articles 421 to 423 of that
Order,
any Participant may at any time within the appropriate period (which
expression shall be construed in accordance with paragraph 15(2) of
Schedule 9), by agreement with the acquiring company, release any option
which has not lapsed ("the old option") in consideration of the grant to
him of an option ("the new option") which (for the purposes of that
paragraph) is equivalent to the old option but relates to shares in a
different company (whether the acquiring company itself or some other
company falling within paragraph 10(b) or (c) of Schedule 9).
(5) The new option shall not be regarded for the purposes of sub-rule (4)
above as equivalent to the old option unless the conditions set out in
paragraph 15(3) of Schedule 9 are satisfied, but so that the provisions of
this Scheme shall for this purpose be construed as if:-
(a) the new option were an option granted under this Scheme at the same
time as the old option;
(b) except for the purposes of the definitions of "Participating
Company" and "Subsidiary" in Rule 1(1) and Rule 5(4)(b) and (5)
above, the expression "the Company" were defined as "a company whose
shares may be acquired by the exercise of options granted under this
Scheme";
(c) the Savings Contract made in connection with the old option had been
made in connection with the new option; and
(d) the Bonus Date in relation to the new option were the same as that
in relation to the old option.
7. VARIATION OF CAPITAL
(1) Subject to sub-rule (3) below, in the event of any variation of the share
capital of the Company, the Board may make such adjustments as it
considers appropriate under sub-rule (2) below.
(2) An adjustment made under this sub-rule shall be to one or more of the
following:-
(a) the number of shares in respect of which any option may be
exercised;
(b) the price at which shares may be acquired by the exercise of any
option;
(c) where any option has been exercised but no shares have been allotted
or transferred pursuant to the exercise, the number of shares which
may be allotted or transferred and the price at which they may be
acquired.
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(3) At a time when this Scheme is approved by the Inland Revenue under
Schedule 9, no adjustment under sub-rule (2) above shall be made without
the prior approval of the Inland Revenue.
(4) An adjustment under sub-rule (2) above may have the effect of reducing the
price at which shares may be acquired by the exercise of an option to less
than their nominal value, but only if and to the extent that the Board
shall be authorised to capitalise from the reserves of the Company a sum
equal to the amount by which the nominal value of the shares in respect of
which the option is exercised exceeds the price at which the shares may be
subscribed for and to apply that sum in paying up that amount on the
shares; and so that on the exercise of any option in respect of which such
a reduction shall have been made the Board shall capitalise that sum (if
any) and apply it in paying up that amount.
8. ALTERATIONS
(1) Subject to sub-rule (2) below, the Board may at any time alter this
Scheme, provided that if at a time when this Scheme is approved by the
Inland Revenue under Schedule 9, such an alteration is not effective
without the prior approval of the Inland Revenue, the Scheme shall cease
to be so approved.
(2) Subject to sub-rule (3) below, no alteration to the advantage of the
persons to whom options may be granted shall be made under sub-rule (1)
above to any of Rules 2, 3(2) to (6), 3(8), 3(9), 4, 5, 6, 7 and 8 without
the prior approval by ordinary resolution of the members of the Company in
general meeting.
(3) Sub-rule (2) above shall not apply to any minor alteration to benefit the
administration of this Scheme, to take account of a change in legislation
or to obtain or maintain favourable tax, exchange control or regulatory
treatment for Participants, the Company or any Subsidiary.
9. MISCELLANEOUS
(1) The rights and obligations of any individual under the terms of his office
or employment with the Company or a Subsidiary shall not be affected by
his participation in this Scheme or any right which he may have to
participate in it, and an individual who participates in it shall waive
all and any rights to compensation or damages in consequence of the
termination of his office or employment for any reason whatsoever insofar
as those rights arise or may arise from his ceasing to have rights under
or be entitled to exercise any option as a result of such termination.
(2) In the event of any dispute or disagreement as to the interpretation of
this Scheme, or as to any question or right arising from or related to
this Scheme, the decision of the Board shall be final and binding upon all
persons.
(3) In the event that shares are transferred to a Participant in pursuance of
any option granted , the Participant shall, if so required by the person
making the transfer, join that person in making a claim for relief under
section 165 of the Taxation of Chargeable Gains Act 1992 in respect of the
disposal made by him in effecting such transfer.
(4) The Scheme and all options granted under it shall be governed and
construed in accordance with English law.
(5) Any notice or other communication under or in connection with this Scheme
may be given by personal delivery or by sending it by post, in the case of
a company to its registered office, and in the case of an individual to
his last known address, or, where he is a director or
10
employee of the Company or a Subsidiary, either to his last known address
or to the address of the place of business at which he performs the whole
or substantially the whole of the duties of his office or employment.
11