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EXHIBIT 10.16
RULES OF THE
APBIOTECH INC
SAVINGS RELATED SHARE OPTION SCHEME
New Bridge Street Consultants
20 Little Britain
London EC1A 7DH
Inland Revenue Reference: SRS 2530/ELW
Date adopted: February 16, 2001
Ref: N\1021\ARUNDEL\SRSOS JUN2000 v5
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CONTENTS
PAGE
1. DEFINITIONS.............................................................1
2. OFFERS OF OPTIONS.......................................................4
3. OFFER AND APPLICATION...................................................4
4. GRANT OF OPTIONS........................................................5
5. LIMITATIONS.............................................................6
6. EXERCISE OF OPTIONS.....................................................6
7. RIGHTS OF EXERCISE AND LAPSE OF OPTIONS.................................7
8. EXERCISE OF OPTIONS.....................................................9
9. VARIATIONS.............................................................11
10. ADMINISTRATION.........................................................12
11. GENERAL................................................................12
12. ALTERATIONS TO THIS SCHEME.............................................12
13. GOVERNING LAW..........................................................13
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1. DEFINITIONS
1.1 In this Scheme, except where inconsistent with the subject or context,
words or expressions defined in or bearing a specific meaning for the
purposes of Schedule 9 of the Taxes Act (or any statutory modification
or re-enactment thereof - the "Statutory Provisions") or a relevant
provision thereof shall bear the same meaning; and the words and
expressions set out below shall bear the following respective meanings,
namely:
ACQUIRING COMPANY: Any company which obtains control or becomes bound
or entitled to acquire Shares in accordance with
Rule 7.7;
APPLICATION DATE: In relation to any Offer, the date specified by
the Directors as the last day for receipt of
applications which shall be no less than 14 days
and no more than 21 days;
AUDITORS: The auditors for the time being of the Company;
COMPANY: APBiotech Inc or in the event of another company
gaining control of APBiotech Inc, and only in
relation to new rights granted in accordance with
Rule 7.7, the acquiring company (but so as not to
extend to the term the "Company" included in the
definitions of the "Group" or "Subsidiary");
DIRECTORS: The Board of Directors of the Company or a duly
authorised committee thereof;
EMPLOYEE: An employee (including a director holding a
salaried employment or office) of any member of
the Group;
GROUP: The Company and any Subsidiary for the time being
designated by the Directors as a member of the
Group for the purposes of this Scheme or, where the
context permits, any one or more of them;
MARKET VALUE: 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;
NEW OPTION: An option granted pursuant to Rule 7.7;
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OFFER: A general invitation to Qualifying Employees to
apply for an Option;
OFFER DATE: The date on which an Offer is made;
OLD OPTION: Option released pursuant to Rule 7.8;
OPTION: A right to acquire Shares granted to a Qualifying
Employee in pursuance of this Scheme and for the
time being subsisting;
OPTION EXERCISE DATE: The date when an Option is effectively exercised
upon compliance with the provisions of Rule 8.1;
OPTION HOLDER: A person holding an Option or, where the context
requires or permits, his legal personal
representatives (but not his trustee in
bankruptcy);
OPTION PRICE: In relation to any Option:
(i) as at the Offer Date, such price per Share as
may have been determined by the Directors
being an amount not less than whichever shall
be the greater of the Market Value minus the
lesser of:
(a) the discount allowable under the
applicable legislation; and
(b) 20 per cent, thereof and, if the
Shares are to be subscribed, the nominal
amount of an Share; and
(ii) as at any other date, such price as adjusted
pursuant to this Scheme;
ORIGINAL SHAREHOLDER: means Nycomed Amersham plc (or a subsidiary of
Nycomed Amersham plc) or Pharmacia Corp (or any
subsidiary of Pharmacia Corp);
QUALIFYING EMPLOYEE: As at such date as the Directors may prescribe
(being as near as conveniently practicable to the
related Offer Date), any Employee who either:
(i) (a) is chargeable to tax in respect of his
office or employment under
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Case 1 of Schedule E of the Taxes Act;
and
(b) has such qualifying period (if any) of
continuous employment (being a period
commencing not earlier than five years
prior to the Date of Grant) as the
Directors may determine; or
(ii) is nominated by the Directors as a
Qualifying Employee.
RELATED SAVINGS CONTRACT: In relation to any Option, a Savings Contract
in respect whereof a duly signed proposal is
delivered to the Company in accordance with
Rule 3.2.2;
RELEVANT ANNIVERSARY: The date on which any bonus becomes payable
under the terms of a Related Savings
Contract;
RELEVANT EVENT: Any variation in the share capital of the
Company arising from any reduction of capital
or subdivision or consolidation of capital or
issue of shares by way of capitalisation of
profits or reserves or by way of rights;
REPAYMENT AMOUNT: In relation to any Option Holder, that part
of the amount payable to him upon the
termination of a Related Savings Contract as
is equal to the aggregate amount of all
contributions made by him thereunder (and so
that there shall be disregarded any
contributions whose due date would have
fallen more than one month after such
termination) and any bonus, maximum bonus or
payment of interest received;
SAVINGS CONTRACT: A contract under a certified contractual
savings scheme approved by the Board of
Inland Revenue for the purposes of the
Statutory Provisions and within the meaning
of S326 of the Taxes Act;
SCHEME: This scheme in its present form or as from
time to time altered in accordance with the
provisions hereof;
SHARES: Shares in the Company's common stock,
US$ 0.01- par value which satisfy the
conditions
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specified in Paragraphs 10 to 14 (inclusive)
of Schedule 9 of the Taxes Act;
SPECIFIED AGE: Age 65;
SUBSIDIARY: Any company which is for the time being under
the control of the Company;
TAXES ACT: The Income and Corporation Taxes Act 1988.
TRUSTEES: The trustee or trustees for the time being of
any employee benefit trust established for
the benefit of beneficiaries including all or
substantially all of the Employees, including
a qualifying employee share ownership trust
within the meaning of the Finance Act 1989,
which has confirmed to the Company that it
will comply with the Scheme.
2. OFFERS OF OPTIONS.
2.1 Subject to the restrictions hereinafter contained, the Directors may
from time to time make an Offer to all Qualifying Employees. Each Offer
may be limited to such maximum number of Shares over which Options may
be granted as shall be specified by the Directors.
2.2 An offer shall only be made at such times as may be permitted by
applicable securities laws and no offer shall be made until approval of
the Scheme by the Board of the Inland Revenue pursuant to Schedule 9 of
the Taxes Act.
3. OFFER AND APPLICATION.
3.1 The directors may make an Offer by whatever means (whether by notice,
advertisement, circular or otherwise and whether addressed to Qualifying
Employees generally or individually) they think fit. Each Offer shall
constitute an invitation to each Qualifying Employee to apply on or
before the related Application Date for the grant of an Option over such
number of Shares as may be appropriate pursuant to the provisions of
Rule 4.
3.2 Each application for an Option must:
3.2.1 be made on the prescribed application form in accordance with
any related instructions
3.2.2 be accompanied by a duly signed proposal for a Savings Contract
which will oblige the Qualifying Employee concerned to make
monthly contributions of an aggregate amount of not more than
that specified in the related Offer;.
3.2.3 be accompanied by an authority for the contributions to be
payable thereunder to be deducted from his remuneration;
3.2.4 specify whether the Repayment Amount is to include the bonus
under the Related Savings Contract
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4. GRANT OF OPTIONS.
4.1 As soon as practicable after each Application Date (but not later than
30 days or, in the event of the Company having to scale down
applications pursuant to Rule 4.2, 42 days after the first date by
reference to which the Market Value was established for the purpose of
the related Offer) each Qualifying Employee who has applied for an
Option pursuant to the related Offer (provided that he is then an
Employee and that his application has not been withdrawn) shall be
granted a non-transferable Option at the applicable Option Price and for
the applicable duration over the least of:
4.1.1 the number of Shares which are the subject of such application;
4.1.2 any lesser number in respect of which such application is
accepted in order to ensure, following any scaling down under
Rule 4.2, that the total number of Shares over which options are
granted pursuant to the related Offer does not exceed any number
specified in that Offer;
4.1.3 the number of Shares over which an Option may be granted under
Rule 5.
4.2 If following any Offer, the Company receives valid applications which
would result in the total number of Shares over which Options are
granted pursuant to that Offer exceeding any maximum number specified in
that Offer pursuant to Rule 2.1 or any maximum specified in Rule 5.4,
the Directors shall scale down applications by taking at their absolute
discretion - any one or more of the following methods steps until the
number of Shares available equals or exceeds the number of Shares
applied for:
4.2.1 by selecting applications by lot, each based on the proposed
monthly amounts specified in the agreed invitations reduced pro
rata to the excess over (pound)10; or
4.2.2 by treating each election for a bonus as an election for no
bonus; or
4.2.3 by reducing the proposed monthly amounts specified in the
invitation pro rata to the excess over(pound)10 to the extent
necessary.
If the number of Shares available is insufficient to enable an Option
based on monthly contributions of the minimum monthly amount specified
in the Offer to be granted to each Qualifying Employee making a valid
application, the Directors may, as an alternative to the above,
determine in their absolute discretion that no Options shall be granted.
If the Directors so determine, the provisions in Rule 4.2.1, 4.2.2 and
4.2.3 may be modified or applied in any manner as may be agreed in
advance with the Inland Revenue.
4.3 No payment shall be required for the grant of any Option. Each Option
shall be granted by means of a certificate under the autographic or
facsimile signatures of a Director and the Secretary or executed in such
other manner as appropriate or as may be required from time to time by
legislation or by the Directors.
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5. LIMITATIONS
5.1 No Option shall be granted to any Qualifying Employee pursuant to any
Offer if the monthly amount agreed to be saved in respect of that Option
under the Related Savings Contract:
5.1.1 would be less than the minimum amount specified in the Offer;
and
5.1.2 would exceed the maximum monthly contribution as may be
permitted pursuant to paragraph 24 of Schedule 9 to the Taxes
Act (or such lower monthly maximum contribution as may be
determined from time to time by the Directors) when taken
together with any monthly contributions he makes under any other
Savings Contract related to options.
5.2 No person shall be eligible to receive or exercise an Option at any time
when he has (or had within the preceding 12 months) a material interest
within the meaning of Section 187(3)(a) of the Taxes Act in (if it is at
that time a close company) the Company or in a close company which has
control of the Company or is a member of a consortium which owns the
Company.
5.3 No Option shall be granted more than 10 years after the date of adoption
of the Scheme.
5.4 5.4.1 Subject to Rules 5.4.2 and 5.4.3 below, no Options shall be
granted under the Scheme which would, at the time they are
granted, cause the number of Shares which may be issued in
pursuance of Options granted under the Scheme, or in pursuance
of options or other awards made under any other employees' share
scheme of the Company, to exceed such number as represents 3% of
the ordinary share capital of the Company from time to time.
5.4.2 The limit at Rule 5.4.1 above shall apply from the date of
adoption of the Scheme by the Company until such date as
determined by the Directors, which shall not be before 1 June
2002 at the earliest.
5.4.3 Only those Shares which are capable of being issued before 1
June 2002 (or such later date as determined by the Directors
pursuant to Rule 5.4.2 above) on the exercise of any options
or other awards will be relevant for the purposes of calculating
the limit in rule 5.4.1 above, and Shares shall not be regarded
as being capable of being issued by reason of any provisions in
the relevant employees' share schemes under which such options or
awards are granted allowing a person to exercise an option or
award in circumstances of leaving employment or a change of
control of the Company.
6. EXERCISE OF OPTIONS
6.1 Save as hereinafter provided, an Option may be exercised only during the
period of six months commencing on the Relevant Anniversary of the
Related Savings Contract; and (notwithstanding any other provision of
this Scheme);
6.1.1 it may only be exercised after such period pursuant to Rule 7.1;
and
6.1.2 it may only (save as provided in Rules 7.1, 7.3, 7.4 and 7.8)
be exercised by a person who is an Employee at the date of
exercise.
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6.2 Save as provided in Rule 7, in the event of an Option Holder ceasing to
be an Employee all his Options shall thereupon cease and determine;
provided that, for the purposes of this provision and of Rules 7.3, 7.4
and 7.8 no person shall be treated as ceasing to be an Employee until he
ceases to be an employee or a director holding a salaried employment or
office of the Company or of any company which is controlled by, or is an
associated company of, the Company.
6.3 If, before the earliest time when, in accordance with the provisions of
the Scheme, an Option Holder may exercise an Option he gives (or is
deemed to have given) notice that he intends to stop paying
contributions under a Related Savings Contract, such Option shall
thereupon cease and determine.
6.4 If an Option Holder is adjudicated bankrupt, any Options held by him
shall automatically cease and determine.
7. RIGHTS OF EXERCISE AND LAPSE OF OPTIONS.
7.1 If an Option Holder dies whilst any Option remains in whole or in part
available for future exercise by him, such Option may be exercised in
whole or in part at any time during the period of 12 months from the
earlier of
7.1.1 the date of his death; and.
7.1.2 the Relevant Anniversary of the Related Savings Contract
To the extent that any Option so exercisable is not exercised within
such period, it shall thereupon cease and determine.
7.2 If an Option Holder remains an Employee after he has reached the
Specified Age, he may exercise an Option in whole or in part within
six months after attaining such age.
7.3 If an Option Holder ceases to be an Employee by reason of:
7.3.1 injury or disability (evidenced to the satisfaction of the
Directors); or
7.3.2 redundancy; or.
7.3.3 retirement on reaching the Specified Age or any other age at
which he is bound to retire in accordance with the terms of his
contract of employment; or
7.3.4 his employing company ceasing to be under the Control of the
Company or the business or part of a business in which he is
employed being transferred to a person who is neither an
Associated Company nor a company of which the Company has
Control;
he may exercise any Option in whole or in part within six months
thereafter. To the extent that any Option so exercisable is not
exercised within such period, it shall thereupon cease and determine.
7.4 If, after the third anniversary of the grant of an Option, an Option
Holder ceases to be an Employee by reason of circumstances other than
those specified in Rule 7.3 he may within six months of so ceasing
exercise any Option in whole or in part. To the extent
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that any Option so exercisable is not exercised within such period, it
shall thereupon cease and determine.
7.5 7.5.1 If, in consequence of any offer made to the holders of
Shares, the Directors become aware that the right to cast more
than 50 per cent of the votes which may ordinarily be cast on
a poll at a general meeting of the Company has or will become
vested in the offeror and/or any company controlled by the
offeror and/or any person associated with or acting in concert
with the offeror, the Directors shall, within 30 days of
becoming so aware, notify every Option Holder accordingly.
7.5.2 An Option Holder shall be entitled at any time during the
Change of Control Period to exercise all his Options (whether
or not otherwise exercisable) in whole or in part. The Options
shall not lapse on the expiry of the Change of Control Period
but all Options not exercisable immediately prior to the
beginning of the Change of Control Period shall cease to be
exercisable on the expiry of the Change of Control Period.
7.5.3 For the purposes of this Rule 7.5, "Change of Control Period"
means the period commencing on the date of the giving of the
Directors' notification under this Rule 7.5 and ending three
months after that.
7.5.4 Unless the Directors decide otherwise, the provisions of this
Rule 7.5 shall not apply if an Original Shareholder shall
become entitled to cast more than 50% of the votes which may
ordinarily be cast on a poll at a general meeting of the
Company.
7.6 In the event of the proposed dissolution or liquidation of the Company,
all outstanding Options will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Option Committee; provided, however, that if the rights of a Option
Holder (or his personal representatives if appropriate) have not
otherwise terminated and expired, the Option Holder (or his personal
representatives if appropriate) will have the right immediately prior to
such dissolution or liquidation to exercise any Option to the extent
that the Option is exercisable as of the date immediately prior to such
dissolution or liquidation, and the Option Committee may, in the
exercise of its sole discretion in such instances, accelerate the date
on which any Option becomes exercisable or fully vests and/or declare
that any Option shall terminate as of a specified date.
7.7 If any company (the "Acquiring Company"):.
7.7.1 obtains control of the Company as a result of making:
(a) 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
(b) a general offer to acquire all the shares in the Company
which are the same class as the ordinary shares which may
be acquired by the exercise of Options; in either case
ignoring any shares which are already owned by it or a
member of the same group of companies; or
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7.7.2 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
7.7.3 becomes bound or entitled to acquire Ordinary Shares under
Sections 428 to 430F of the Companies Act 1985
any Option Holder may at any time within the appropriate period
as defined in paragraph 15(2) of Schedule 9 to the Taxes Act, by
agreement with the Acquiring Company, release his rights under
the Scheme in consideration of the grant to him of rights which
are equivalent but relate to shares in a different company
(whether the Acquiring Company itself or some other company
falling within paragraph (b) or (c) of paragraph 10, Schedule 9
of the Taxes Act). New rights will not be equivalent to old
rights unless the conditions set out in paragraph 15(3) of
Schedule 9 to the Taxes Act are satisfied but so that the
provisions of the Scheme shall for this purpose be construed as
if:-
(a) the New Option were an option granted under the Scheme at
the same time as the Old Option; and
(b) except for the purposes of the definitions of the Group
and Subsidiary in Rule 1, the reference to AP Biotech
Inc in the definition of the Company in Rule 1 were a
reference to the different company mentioned in this
Rule 7.8
7.8 If an Option Holder ceases or has ceased to be an Employee, but at the
date of the Relevant Anniversary of the Related Savings Contract is an
employee or executive director of any company which is under the control
or is an associated company of the Company, he may exercise his Option
within 6 months of that date.
7.9 In the event of any conflict between any of the provisions of this Rule
7, the provision which results in the earliest lapsing of the Option in
question shall prevail.
8. EXERCISE OF OPTIONS.
8.1 To exercise an Option in whole or in part, an Option Holder must deliver
to the Secretary of the Company a notice in writing specifying the
related Repayment Amount and the number of Shares over which the Option
is exercised and accompanied by either (a) evidence of the termination
of the Related Savings Contract and by payment in full of the aggregate
Option Price; or (b) an authority for the Company to terminate the
Related Savings Contract on the Option Holder's behalf and receive the
Option Price from the proceeds of that contract. The date of such
delivery shall constitute the date of such exercise.
8.2 No Option shall be capable of exercise to the extent that the aggregate
Option Price on such exercise exceeds the related Repayment Amount less
so much thereof as has already been taken into account upon the exercise
(in whole or in part) of any Option.
8.3 No Option shall be capable of exercise in part (other than as to the
full extent then exercisable) as to an aggregate Option Price of less
than(pound)100.
8.4 Subject to Rule 8.5 below, Shares to be issued pursuant to the exercise
of an Option shall be allotted within 30 days of the Option Exercise
Date and the Directors shall procure
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that Shares to be transferred pursuant to the exercise of an Option
shall be transferred within 30 days following the Option Exercise Date.
8.5 8.5.1 All allotments, issues and transfers of Shares will be
subject to such consents (if any) of H M Treasury or other
authorities as may for the time being be necessary and it
shall be the responsibility of the Option Holder to comply
with any requirements to be fulfilled in order to obtain or
obviate the necessity for any such consent.
8.5.2 In a case where any company which is a Member of the Group is
obliged to (or would suffer a disadvantage if it were not to)
account for any tax (in any jurisdiction) for which the person
exercising an option is liable by virtue of the exercise of
the option and/or for any social security contributions
recoverable from the person in question (together, the "Tax
Liability"), no Shares shall be issued or allotted following
the exercise of the Option unless that person has either:
(a) made a payment to the Group Company of an amount equal
to the Tax Liability; or
(b) entered into arrangements acceptable to that or another
Group Company to secure that such a payment is made
(whether by authorising the sale or some or all of the
shares on his behalf and the payment to the Group
Company of the relevant amount out of the proceeds of
sale or otherwise).
8.6 If, under the terms of a resolution passed or an announcement made by
the Company prior to the Option Exercise Date, a dividend is to be or is
proposed to be paid to holders of Shares on the register on a date prior
to such Option Exercise Date, the Shares to be issued upon such exercise
will not rank for such dividend. Subject as aforesaid the Shares so to
be issued shall be identical and rank pari passu in all respects with
the fully paid Shares in issue on the Option Exercise Date.
8.7 Where Shares are to be transferred to an Option Holder, he shall be
entitled to any rights attaching to Shares by reference to a record date
on or after the date of the Option Exercise Date.
8.8 Subject to Rule 8.9, where an Option is to be satisfied by the transfer
of Shares by the Trustees any monies received by the Company shall be as
agent for the Trustees PROVIDED THAT if at any time of exercise:
8.8.1 an offer (which has not lapsed or been withdrawn) has been made
(and the offer is recommended, or if not recommended, the Option
is exercised not earlier than seven days before the first
closing date of the offer) to acquire the whole or part of the
share capital of the Company (with or without exceptions for
persons connected with or acting in concert with the offeror or
for shares held by such persons) such that if the offer is
completed the person making the offer will obtain control of the
Company, whether or not such offer has become or has been
declared unconditional; or
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8.8.2 an application has been made (and the application has not been
withdrawn or rejected by the Court) to the Court under Section
425 of the Companies Act 1985 to sanction a compromise or
arrangement proposed for the purpose of or in connection with a
scheme for the reconstruction of the Company or its amalgamation
with any other company or companies;
then such payments shall be made to the Company as principal.
8.9 Notwithstanding the provisions of Rule 8.8 above on the exercise of any
Option the exercise of which is to be satisfied by the transfer of
Shares from an employee benefit trust established by the Company or any
company within the same group of companies as the Company (other than a
trust qualifying as a qualifying employee share ownership trust for the
purposes of the Finance Act 1989), the monies paid for Shares on
exercise should be payable to such companies, individual or individuals
as the Board may from time to time direct.
9. VARIATIONS
9.1 Upon the occurrence of a Relevant Event:.
9.1.1 the number or nominal amount of Shares comprised in each
Option; and/or.
9.1.2 the Option Price;
may be adjusted in such manner as the Directors may deem appropriate
subject to the prior approval of the Inland Revenue and to the written
concurrence of the Auditors that in their opinion the adjustments
proposed are fair and reasonable. Adjustments may take effect from the
date of the Relevant Event. No increase shall be made in the aggregate
Option Price in relation to any Option.
9.2 This Rule 9.2 applies where an adjustment under Rule 9.1 above would
have the effect of reducing the Option Price to less than the nominal
value of a Share. Where an Option subsists over both issued and unissued
Shares the adjustment may only be made if the reduction of the Option
Price of Options over issued and unissued Shares can be made to the same
extent. Any adjustment reducing the option price of unissued shares to
less than nominal value shall only be made 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 Ordinary
Shares in respect of which the Option is exercisable exceeds the
adjusted Option Price. The Board may apply such sum in paying up such
amount on such Ordinary Shares so that on exercise of any Option in
respect of which such a reduction shall have been made the Board shall
capitalise such sum (if any) and apply the same in paying up such amount
as aforesaid.
9.3 Options may be adjusted, following variations in the share capital of
the Company, other than those specified in Rule 9.1 but only with the
prior approval by Ordinary resolution of the members of the Company in
general meeting. Any such adjustments shall be made in accordance with
Rules 9.1 and 9.2 inclusive.
9.4 Notice of any adjustment made pursuant to this Rule shall be given to
all Option Holders.
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10. ADMINISTRATION
10.1 Any notice or other document which the Company is required or may desire
to give to any Option Holder pursuant to this Scheme shall be
sufficiently given if delivered to him (if he is still an Employee) at
his place of work or sent through the post in a pre-paid cover addressed
to the Option Holder at his address last known to the Company and if so
sent shall be deemed to have been duly given on the date of posting. Any
document so sent to an Option Holder shall be deemed to have been duly
delivered notwithstanding that he be then deceased (and whether or not
the Company has notice of his death) except where his legal personal
representatives have established their title to the satisfaction of the
Company and supplied to the Company an address to which documents are to
be sent.
10.2 Option Holders not otherwise entitled thereto shall be sent copies of
all notices and (so far as appropriate) other documents sent by the
Company to its shareholders generally.
10.3 The Directors shall have power from time to time to make or vary
regulations for the administration and operation of this Scheme provided
that such regulations are not inconsistent with the provisions of this
Scheme.
11. GENERAL
11.1 The Directors shall at all times keep available for issue such
authorised and unissued Shares as may be required to meet all Options
under which Shares may be subscribed or to procure that sufficient
Shares are available for transfer to satisfy all Options under which
Shares may be acquired.
11.2 The decision of the Directors in any dispute or question affecting any
Option Holder shall be final and conclusive subject to the concurrence
of the Auditors whenever required under the provisions of this Scheme.
11.3 The Company in General Meeting or the Directors may at any time resolve
to terminate this Scheme in which event no further Options shall be
granted but the provisions of this Scheme shall in relation to Options
then subsisting continue in full force and effect.
11.4 The rights and obligations of any individual under the terms of his
office or employment with the Company or any member of the Group shall
not be affected by his participation in the Scheme or any right which he
may have to participate therein, and an individual who participates
therein thereby waives all and any rights to compensation or damages in
consequence of the termination of his office or employment with any such
company 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 under the Scheme as a result of such termination or from the
loss or diminution in value of such rights or entitlements.
12. ALTERATIONS TO THIS SCHEME
12.1 This Scheme may be altered by the Directors from time to time in any
manner subject to the following provisions:
12.1.1 if the approved status of the Scheme is to be maintained no
amendment or alteration made to the Scheme after it has become
an Approved Scheme shall have effect unless and until such
amendment has been approved by the Board of the Inland Revenue;
and
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12.1.2 no alteration shall be effective to abrogate or alter adversely
any of the subsisting rights of Option Holders except with the
consent or sanction of the Option Holders.
13. GOVERNING LAW
The Scheme and all Options shall be governed by and construed in
accordance with English law.
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