Exhibit 10.1.3.3
ASK JEEVES, INC.
1999 NON-QUALIFIED EQUITY INCENTIVE PLAN
AS AMENDED THROUGH JANUARY 10, 2001
2002 UK APPROVED RULES (THIS "SUB-PLAN")
1. Purpose
1.1 This Sub-Plan to the Ask Jeeves, Inc. 1999 Non-Qualified Equity Incentive
Plan as amended through January 10, 2001 (the "Plan") is for the benefit
of employees who are, or may become, resident in the United Kingdom, of
Ask Jeeves, Inc. ("the Company") and of companies of which it has control
(as defined in Section 187(2) of the United Kingdom Income and Corporation
Taxes Act 1988 (the "Act")).
1.2 This Sub-Plan has been established in order to ensure that options granted
under the Plan are capable of being granted under a share option plan
approved under Schedule 9 of the Act ("Schedule 9").
1.3 The rules of this Sub-Plan should be read in conjunction with the Plan and
are subject to the terms and conditions of the Plan except to the extent
that the terms and conditions of the Plan differ from or conflict with the
terms set out in this Sub-Plan. In the event of any such conflict, the
rules of this Sub-Plan shall prevail. In the Sub-Plan words defined in the
Plan shall have their same meaning except to the extent that the context
requires otherwise.
1.4 This Sub-Plan applies to any grant of options to acquire Stock made under
the Plan ("Options") to individuals who are resident, or may become
resident, in the United Kingdom ("UK Individuals") if, at the date the
Options are granted ("Date of Grant"), such Options are specified as
having been granted subject to the terms and conditions of this Sub-Plan.
2. Eligibility
2.1 A UK individual shall not be entitled to be granted Options under this
Sub-Plan unless he is an Eligible Employee (as defined in Rule 2.2 below)
on the date on which an Option is granted.
2.2 For the purposes of this Sub-Plan an individual is an Eligible Employee if
he is:
(a) an employee (but not an employee who is also a director) of a
Participating Company (as defined in Rule 2.3 below); or
(b) a director of a Participating Company who is required, under the
terms of his office or employment with a Participating Company, to
devote to his duties not less than 25 hours per week excluding meal
breaks; and
(c) in either case, not precluded from participation by Paragraph 8 of
Schedule 9 (material interest in close companies).
For the avoidance of doubt, an Eligible Employee does not include agents,
advisors, consultants or independent contractors of a Participating
Company or any person who does not comply with Rules 2.2(a), (b) and (c)
above. Section 5 of the Plan shall be construed accordingly.
2.3 A Participating Company means the Company and all companies that are
subsidiaries of and which are controlled by the Company (within the
meaning of Section 840 of the Act) and which have been nominated by the
Board to participate for the time being in this Sub-Plan. For the
avoidance of doubt any company which is not controlled by the Company
(within the meaning of Section 840 of the Act) cannot be nominated as a
Participating Company.
3. Common Stock subject to this Sub-Plan
3.1 The stock over which Options may be granted under this Sub-Plan (the
"Stock") must form part of the ordinary share capital (as defined in
Section 832(1) of the Act) of the Company. The Stock must at all times,
including the time of grant and the time of exercise, comply with the
terms of the Plan and comply with the requirements of Paragraphs 10 to 14
of Schedule 9.
3.2 The Company shall, at all times, keep available sufficient authorized and
unissued Stock to satisfy to the full extent still possible all Options
which have neither lapsed nor been fully exercised, taking account of any
other obligations of the Company to issue Stock, or shall procure that
sufficient Stock is available for transfer.
4. Limitation of rights
4.1 No Option shall be granted to an Eligible Employee under this Sub-Plan at
any time if it would result in the aggregate Market Value (as defined in
Rule 5.2 below) of the Stock which he may acquire in pursuance of rights
obtained under this Sub-Plan and the aggregate market value of shares
which the Eligible Employee could acquire by the exercise of an option
granted under any other plan approved under Schedule 9 (not being a
savings-related plan) and established by the Company or by any associated
company (as defined in Section 416 of the Act) and not exercised, to
exceed or further exceed L30,000 or such other limit contained from time
to time in Paragraph 28(1) of Schedule 9.
4.2 For the purpose of Rule 4.1:
(a) in respect of Options previously granted under this Sub-Plan, the
Market Value of the Stock shall be the Market Value originally
determined under Rule 5.2 at the Date of Grant; and
(b) in the case of rights obtained under any other plan approved under
Schedule 9 (not being a savings-related plan), the market value of
shares shall be calculated as at the time when the option to acquire
those shares was obtained, or such earlier time as may have been
agreed with the United Kingdom Inland Revenue.
4.3 If the market value of the Stock is expressed in a currency other than
pounds sterling it shall be converted into pounds sterling at the
appropriate exchange rate for that currency as published by the Wall
Street Journal on the date the relevant options were granted.
4.4 If the Board attempts to grant an Option under this Sub-Plan which is
inconsistent with Rule 4.1, the Option granted under this Sub-Plan will be
limited and take effect on a basis consistent with the provisions of Rule
4.1.
5. Exercise Price
5.1 The exercise price for each share comprised in an Option shall be
determined no later than the date on which the Option is granted and shall
be stated in the Option Agreement. In no circumstance shall the exercise
price per share be less than the Market Value of a share of Stock on the
date the Option is granted and Section 6(B) of the Plan shall be modified
accordingly.
5.2 Market Value of a share of Stock shall mean on any day, its market value
determined in accordance with Part VIII of the United Kingdom Taxation of
Chargeable Gains Act 1992 and agreed with the Inland Revenue for that day,
or for such earlier day as may be agreed in advance with Shares Valuation
of the United Kingdom Inland Revenue.
6. Capital Adjustment
Only the price at which Stock may be acquired on the exercise of any
Option granted under this Sub-Plan and the number of shares thereunder may
be adjusted as described in Section 11(A) of the Plan and only in the
event of a variation in the share capital of the Company within the
meaning of Paragraph 29 of Schedule 9 and only if the prior approval of
the United Kingdom Inland Revenue has been obtained for such adjustment.
7. Exercise of Option
7.1 An Optionholder will not be able to exercise his Option granted under this
Sub-Plan if he is ineligible to participate in the Sub-Plan by virtue of
Paragraph 8 of Schedule 9 (material interests in close companies).
7.2 The Company shall not later than 30 days after the receipt of a notice of
exercise of an Option (given in accordance with Rule 7.4 below) together
with the payment (by way of cheque, bank draft or money order payable to
the order of the Company) of the aggregate exercise price in respect of
the Stock to be issued or transferred pursuant to the exercise of an
Option, allot and issue credited as fully paid to the Optionholder and
cause to be registered in his name the number of shares of Stock specified
in the written notice or procure the transfer of such Stock.
7.3 An exercise shall not be valid unless, in addition to receipt a notice of
exercise (given in accordance with Rule 7.4 below), the Company is
satisfied that the Optionholder has entered into arrangements which are
satisfactory to the Company, to pay all or any part of the Federal, State,
local and foreign taxes for which the Optionholder is liable and required
by law to be withheld by the Participating Company Group on the exercise
of an Option.
7.4 An Optionholder may only exercise an Option, in whole or in part, by
completing and returning a notice of exercise in accordance with the
method prescribed by the Board and agreed with the Inland Revenue and
paying the exercise price for each share of Stock to be purchased under
the Option.
7.5 Stock issued on the exercise of an Option shall rank equally in all
respects with Stock in issue on the date that the Option is exercised. An
Optionholder shall not rank for any rights attaching to Stock by reference
to a record date preceding the date that the Option is exercised. In
respect of Stock transferred on the exercise of an Option, the
Optionholder shall be entitled to all rights attaching to such Stock by
reference to a record date on or after the date that the Option is
exercised but shall not be entitled to rights before such date.
8. Non Transferability of Options
Subject to the rights of exercise by the Optionholder's personal
representatives, every option granted under this Sub-Plan shall be
personal to the Optionholder and may not be sold, transferred or disposed
of in any way. Section 6(D) of the Plan shall be modified accordingly.
9. Corporate Change
9.1 For the purposes of this Sub-Plan, an Optionholder granted options under
the Sub-Plan shall not be entitled or required to receive options over
shares of a successor company (or another company) in consideration for
the release of this Option on any event referred to in Section 11(c)
unless (1) such successor company makes an appropriate offer, (2) the
Optionholder agrees within the appropriate period referred to in Rule 9.2
below to accept such offer and (3) such company:
(a) obtains control of the Company as a result of making a general offer
to acquire the whole of the issued ordinary share capital of the
Company which is unconditional or is made on the condition such that
if it is satisfied the successor company will have control of the
Company; or
(b) obtains control of the Company as a result of making a general offer
to acquire all the stock of the Company which is of the same class
as the Stock which may be acquired by the exercise of Options
granted under this Sub-Plan; or
(c) obtains control of the Company in pursuance of Section 425 of the
United Kingdom Companies Act 1985 ("the 1985 Act") or non-UK
legislation which the Board of the United Kingdom Inland Revenue
accepts is substantially the equivalent of the same; or
(d) becomes bound or entitled to acquire shares in the Company under
Sections 428 to 430 of the 1985 Act or non-UK legislation which the
Board of the United Kingdom Inland Revenue accepts is substantially
the equivalent of the same. Reference to "control" in this Rule
shall have the meaning set out in Section 840 of the Act.
9.2 Where Rule 9.1 above applies:
(a) an Optionholder may, at any time within the appropriate period
(within the meaning of Paragraph 15(2) of Schedule 9) and by
agreement with the successor company, release any Option, which has
not lapsed ("the old option") in consideration for the grant of a
new option. The new option must be equivalent to the old option
(within the meaning of Paragraph 15(3) of Schedule 9) but relate to
shares in a different company (whether the successor company itself
or some other company falling within Paragraph 10(b) or 10(c) of
Schedule 9); and
(b) for the purposes of the application of the provisions of this
Sub-Plan, where any Optionholder has released an old option, any new
option granted shall be regarded as having been granted at the same
time as the old option. With effect from the date of release, the
new option shall be subject to the same provisions of this Sub-Plan
as applied to the old option except that the
following terms have the meaning assigned to them in this Rule and
not the meanings in the Plan:
"Board" means the board of directors of the company in respect of
whose shares the new options have been granted;
"Company" means the company in respect of whose shares the new
options have been granted; and
"Stock" means fully paid ordinary shares in the capital of the
company over whose shares the new options have been granted and
which satisfy the conditions specified in Paragraphs 10 to 14 of
Schedule 9.
10. Legal Entitlement
10.1 Nothing in this Sub-Plan nor in any instrument executed pursuant to it
will confer on any person any right to continue in employment, office or
consultancy nor will it affect the right of the provider of any service
relationship to terminate the employment, office or consultancy of any
person without liability at any time with or without cause, nor will it
impose upon the board or any other person any duty or liability whatsoever
in connection with:
(a) the lapsing of any Option pursuant to this Sub-Plan;
(b) the failure or refusal to exercise any discretion under this
Sub-Plan; and/or
(c) a holder of an Option ceasing to be a person who has a service
relationship for any reason whatsoever.
10.2 Options shall not (except as may be required by taxation law) form part of
the emoluments of individuals or count as wages or remuneration for
pension or other purposes.
10.3 Any person who ceases to have the status or relationship of an employee,
director or consultant with the Company or any other Participating Company
as a result of the termination of his employment, office or consultancy
for any reason and however that termination occurs, whether lawfully or
otherwise, shall not be entitled and shall be deemed irrevocably to have
waived any entitlement by way of damages for dismissal or by way of
compensation for loss of office or employment or otherwise to any sum,
damages or other benefits to compensate that person for the loss or
alteration of any rights, benefits or expectations in relation to any
Option, this Sub-Plan or any instrument executed pursuant to it.
10.4 The benefit of this Rule 10 is given to the Company for itself and as
trustee and agent of each Participating Company. To the extent that this
Rule benefits any company which is not a party to this Sub-Plan, the
benefit shall be held on trust and
as agent by the Company for such company and the Company may, at its
discretion, assign the benefit of this Rule 10 to any such company.
11. Amendment to this Sub-Plan
No amendment shall be made to:
(a) any Option granted under this Sub-Plan; or
(b) the terms of this Sub-Plan;
(c) the Plan, if it shall effect this Sub-Plan
except to the extent that the United Kingdom Inland Revenue has approved
such amendments and Section 12 of the Plan should be construed
accordingly. No such amendment shall take effect before the date on which
it is approved by the United Kingdom Inland Revenue.
12. Other amendments to the Plan
12.1 When the Board, under the powers conferred by Section 3 and Section 6(E)
of the Plan, determines the terms and conditions of any Option granted
under this Sub-Plan, such terms and conditions (including vesting
restrictions) shall:
(a) be objective, specified at the Date of Grant and set out in full in,
or details given with, the Option Agreement; and
(b) be such that rights to exercise such Options after the fulfillment
or attainment of any terms and conditions so specified shall not be
dependent upon the further discretion of any person; and
(c) not be capable of amendment, variation or waiver unless an event
occurs which causes the Board to reasonably consider that a waived,
varied or amended term and condition would be a fairer measure of
performance and in the case of variation or amendment would be no
more difficult to satisfy than when first imposed.
12.2 The following Sections of the Plan shall be deleted or amended for the
purposes of construing this Sub-Plan:
(a) All references to Consultants shall be deleted.
(b) All references to stock bonuses and rights to purchase restricted
stock shall be deleted including the whole of Section 7 of the Plan.
(c) In Section 6(C) of the Plan the words "or cheque" shall be inserted
after the words "(i) in cash" and from "or (ii)" to the end of the
paragraph shall be deleted.
(d) In Section 6(I) of the Plan the words "personal representative"
shall be inserted after "entitled to exercise the Option as of the
date of death) by the Optionholder's" and the following words
"estate, by a person" up to and including "sub-section 6(d)" shall
be deleted.
(e) In section 6(I) the words "longer or" shall be deleted.
(f) In Section 10(D) of the Plan, the words from "and (2) to give
written assurances" to "distributing the stock" shall be disapplied.
Adopted on behalf of the Company /s/ Steven J. Sordello
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Name of Signatory Steven J. Sordello
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Date 1/13/03
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