Exhibit 4.2
TRINTECH GROUP LIMITED
SHARE OPTION 1997 SCHEME
Established by a resolution of the Board of the Company on 28th May, 1997, as
amended by resolution of the Board of the Company on 22 October, 1997 and
subsequently approved by ordinary resolution of the Company passed on 21/st/
November, 1997; and further amended by resolution of the Board of the Company on
25/th/ June, 1998 and subsequently approved by ordinary resolution of the
Company on 26/th/ June, 1998, and amended by the Board of Directors on the
28/th/ July, 1999 and amended by ordinary resolution of the Company dated 26th
July, 2000.
A & L Goodbody,
1 Earlsfort Centre,
Hatch Street,
Dublin 2.
TABLE OF CONTENTS
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Page
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CLAUSE 1. INTRODUCTION 1
CLAUSE 2. ADMINISTRATION
2.1 Committee Composition 2
2.2 Committee Responsibilities 2
2.3 Notices 3
2.4 Construction 4
CLAUSE 3. SHARES AVAILABLE FOR GRANTS
3.1 Basic Limitation 4
3.2 Additional Shares 5
3.3 Individual Limits 5
CLAUSE 4. ELIGIBILITY
4.1 General Rules 6
4.2 Ten-Percent Shareholders 6
CLAUSE 5 OPTIONS
5.1 Share Option Agreement 6
5.2 Waiver of an Option 7
5.3 Awards Nontransferable 7
5.4 Number of Shares 7
5.5 Exercise Price 7
5.6 Exercisability and Term 8
5.7 Modification or Exchange of Options 8
5.8 Loss of Quotation 9
5.9 Liquidation 9
CLAUSE 6. PAYMENT FOR OPTION SHARES
6.1 General Rule 10
6.2 Exercise Sale 10
6.3 Other Forms of Payment 10
CLAUSE 7. ADJUSTMENT OF SHARES
7.1 Adjustments 10
7.2 Reorganization: Committee Discretions 11
7.3 Reorganization 13
7.4 Offer for Shares where no agreed terms 14
CLAUSE 8. LIMITATION OF RIGHTS
8.1 Retention Rights 14
8.2 Shareholders' Rights 14
8.3 Regulatory Requirements 15
CLAUSE 9. WITHHOLDING TAXES 15
CLAUSE 10. FUTURE OF THE SCHEME
10.1 Term of the Scheme 15
10.2 Amendment or Termination 16
CLAUSE 11. DEFINITIONS 17
TRINTECH GROUP LIMITED SHARE OPTION 1997 SCHEME
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1. INTRODUCTION
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The Scheme is established pursuant to a resolution of the Board on 28th May,
1997 but shall be subject to approval by the Company's shareholders within
twelve months after such date. The purpose of the Scheme is to establish an
employees' share scheme within the meaning of Section 2 of the Companies
(Amendment) Act 1983 as a long-term incentive scheme to promote the long-term
success of the Company and the creation of stockholder value by (a) encouraging
Key Employees to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Key Employees with exceptional qualifications and
(c) linking Key Employees directly to stockholder interests through increased
stock ownership. The Scheme seeks to achieve this purpose by providing for
Awards in the form of Options. The Board may in respect of Key Employees
primarily liable to taxation outside the Republic of Ireland on their
remuneration alter the provisions of the Scheme and of Awards for them to take
account of overseas taxation or securities laws as set out in Clause 10.2.
The Scheme shall be governed by, and construed in accordance with, the laws of
Ireland. In the event of any dispute in connection with the Scheme or a Share
Option Agreement Participants under the Scheme shall submit to the non-exclusive
jurisdiction of
the Irish Courts.
2 ADMINISTRATION
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2.1 Committee Composition
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(i) Multiple Administrative Bodies The Scheme may be administered by
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different Committees with respect to different groups of Participants.
(ii) Section 162(m) To the extent that the Committee determines it to be
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desirable to qualify Options granted hereunder to US Participants as
"performance-based compensation" within the meaning of Section 162(m)
of the Code, the Scheme shall, in respect of such US Participants, be
administered by a Committee of two or more "outside directors" within
the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3 To the extent desirable to qualify transactions hereunder as
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exempt under Rule 16b-3 of the Exchange Act ("the Rule 16b-3"), the
transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.
(v) Other Administration Other than as provided above, the Scheme shall be
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administered by a
Committee, which committee shall be constituted to satisfy all
applicable laws, rules and regulations.
2.2 Committee Responsibilities. The Committee shall (a) nominate the Key
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Employees who are to receive Awards under the Scheme, (b) determine the
type, number, vesting requirements and other conditions of such Awards,
(c) interpret the Scheme and Share Option Agreements made thereunder
and (d) make all other decisions relating to the operation of the
Scheme. The Committee may adopt such rules or guidelines as it deems
appropriate to implement the Scheme. The Committee's determination
under the Scheme shall be final and binding on all persons.
2.3 Notices
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(A) To Employees and Participants. Save as otherwise provided herein,
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any notice or communication to be given by the Company to any
Participant may be given by personal delivery or by sending it by
ordinary post to his last known address and where a notice or
communication is sent by post it shall be deemed to have been
received 72 hours after it was put into the post properly
addressed and stamped. All notifications, documents, Option or
share certificates and other
communications sent by post as aforesaid will be sent at the risk of
the Participant concerned and neither the Company nor any of its
Subsidiaries shall have any liability whatsoever to any Participant in
respect of any notification, document, Option or share certificate or
other communication so given, sent or made and nor shall the Company
or any of its Subsidiaries be concerned to see that any Participant
actually receives it.
(B) To the Company. Save as otherwise herein provided any notice
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or communication given by a Participant to the Company shall be
delivered or sent to the Company at its registered office (or at such
other place or places as the Committee may from time to time determine
and notify to Participants) and be effective upon receipt.
2.4 Construction
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(A) In this Scheme where the context so admits
(i) words importing the masculine gender shall include the feminine,
(ii) words importing the singular shall include the plural and vice
versa,
(iii) any reference to any statute (or a particular chapter part or
section thereof) shall include any corresponding previous
enactment and subsequent statutory modification or re-enactment
thereof and any regulations made thereunder.
(B) The headings contained in this Scheme are for reference purposes
only and do not affect its meaning or construction.
3 SHARES AVAILABLE FOR GRANTS
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3.1 Basic Limitation. The Company shall keep available sufficient authorised
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but unissued Shares to meet in full the exercise of Options. The aggregate
number of Shares over which Options may be awarded under the Scheme shall
not exceed 5,800,000. The 5,800,000 Shares shall be reduced by the number
of Shares authorised for issuance under the Trintech Group Limited
Directors and Consultants Share Option Scheme, the 1999 Employee Savings
Related Share Option Scheme and the 1999 Employee Share Purchase Plan. The
limitation of this Clause 3.1 shall be subject to adjustment pursuant to
Clause 7.1.
3.2 Additional Shares. If any Options are cancelled, forfeited or if any
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Options
terminate or lapse for any other reason before being exercised, then the
Shares in respect of which such Options relate shall again become
available for Awards under the Scheme. For this purpose, if the exercise
cancellation of the price of an Option is reduced, the transaction will be
treated as a Option and the grant of a new Option.
3.3 Individual Limits. The following limitations shall apply to grants of
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Options:
(i) No Participant shall be granted, in any fiscal year of the Company,
Options to purchase more than 500,000 Shares.
(ii) In connection with his or her initial service, a Participant may be
granted Options to purchase up to an additional 500,000 Shares which shall
not count against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted proportionally in connection
with any change in the Company's capitalization as described in Section
7.1.
4 ELIGIBILITY
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4.1 General Rules. Only Key Employees shall be eligible for designation as
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Participants by the Committee. No person shall be entitled as
of right to participate. In addition, only US Participants may be granted
ISOs.
4.2 Ten-Percent Shareholders. A Key Employee who owns more than 10% of the
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total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of
an ISO unless the requirements set forth in section 422(c)(5) of the Code
are satisfied.
5 OPTIONS
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5.1 Share Option Agreement. Each grant of an Option under the Scheme shall be
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evidenced by a Share Option Agreement between the Participant and made
under the Common Seal of the Company on the Date of Grant. The Share Option
Agreement for US Participants shall specify whether the Option is an ISO or
an NSO. The provisions of the various Share Option Agreements entered into
under the Scheme need not be identical. Options awarded shall be subject to
all applicable terms of the Scheme and may be subject to any other terms
that are not inconsistent with the Scheme.
5.2 Waiver of an Option. A Participant may by notice in writing under his Seal
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given within thirty days of the Date of Grant of an Option,
disclaim in whole or in part his rights under that Option in which case the
Option shall for all purposes be deemed never to have been granted.
5.3 Awards Nontransferable. No Option granted under the Scheme shall be
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transferable by the Participant other than by will, or by the laws of
intestate succession. An Option may be exercised during the lifetime of the
Participant only by the Participant or by his or her legal representative.
No Option or interest therein may be transferred, assigned, pledged or
hypothecated by the Participant during his or her lifetime (or his legal
personal representative after his death), whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.
5.4 Number of Shares. Each Share Option Agreement shall specify the number of
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Shares over which an Option may be granted and shall provide for the
adjustment of such number in accordance with Clause 7.1.
5.5 Exercise Price. Each Share Option Agreement shall specify the Exercise
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Price. The Exercise Price under an ISO shall not be less than 100% of the
Market Value of a Share on the day preceding the Date of Grant, and the
Exercise Price under an NSO shall not be less
than the par value of a Share. Notwithstanding the foregoing, Options may
be granted with a per share exercise price of less than 100% of the Market
Value of a Share on the date of grant pursuant to a merger or other
corporate transaction.
5.6 Exercisability and Term. Each Share Option Agreement shall specify the date
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when all or any instalment of the Option is to become exercisable. The
Share Option Agreement shall also specify the term of the Option; provided
that the term of an ISO shall in no event exceed 10 years from the date of
grant. A Share Option Agreement may provide for accelerated exercisability
in the event of the Participant's death, disability or retirement or other
events and may provide for expiration prior to the end of its term in the
event of the termination of the Participant's service.
5.7 Modification or Exchange of Options. Within the limitations of the Scheme,
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the Committee may modify, or extend outstanding Options or may accept the
cancellation of outstanding options in return for the grant of new Options
for the same or a different number of Shares and at the same or a different
Exercise Price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Participant alter or impair his or her
rights or obligations under such Option.
5.8 Loss of Quotation
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In the event of the Shares being no longer quoted on any stock exchange or
quotation system the Board shall have discretion to terminate all
unexercised options and participants holding said options shall be entitled
to such compensation, if any, of whatever amount or value and consisting of
(i) payment in cash; or
(ii) any other assets or rights;
as the Board shall at its absolute discretion determine."
5.9 Liquidation. In the event of the Company going into liquidation (other than
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for the purpose of merger or re-organisation under Clauses 7.2 and 7.3),
unless the Committee otherwise determines in advance of the liquidation all
Options shall cease to be exercisable and (save to the extent, if at all,
that the Committee may prior to such
liquidation at their absolute and uncontrolled discretion determine)
Participants shall not be entitled to damages or other compensation of
any kind.
6 PAYMENT FOR OPTION SHARES
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6.1 General Rule. The entire Exercise Price of Shares issued upon exercise
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of Options shall be payable in cash at the time when such Shares are
purchased, except that the Share Option Agreement may specify that payment
may be made in any form(s) described in this Clause 6.
6.2 Exercise Sale. To the extent that this Clause 6.2 is applicable, payment
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may be made by delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to
sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the Exercise Price and any
withholding taxes.
6.3 Other Forms of Payment. To the extent that this Clause 6.3 is applicable,
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payment may be made in any other form that is consistent with applicable
laws, regulations and rules.
7 ADJUSTMENT OF SHARES
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7.1 Adjustments. In the event of a subdivision of the outstanding Shares, bonus
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or scrip issue, a declaration of a dividend payable in a form other than
Shares in an amount that has a material effect on the price of Shares, a
combination or consolidation of the issued Shares (by reclassification or
otherwise) into a lesser number of Shares, a recapitalisation, a sale of
all or a substantial part of the business of the Company, spin-off or a
similar occurrence, the Committee may make appropriate adjustments in one
or more of (a) the number of Shares for which Options may be available for
future Awards under Clause 3, (b) the number of Shares covered by each
outstanding Option or (c) the Exercise Price under each outstanding Option.
Except as provided in this Clause 7.1, a Participant shall have no rights
by reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of
shares of stock of any class, the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class.
7.2 Reorganization: Committee discretions. In the event that the Company is a
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party to a merger, takeover or other reorganization or the Committee
considers this is about to occur, the Committee shall, subject to Sections
7.3 and 7.4, be entitled (without the
Participant's consent unless the Committee otherwise requires) at its discretion
and not withstanding anything herein contained (except the proviso below):
- to request Participants to exercise outstanding Options in relation to the
whole or a specified portion of the Shares to which such Options relate and
within such time or times and subject to any other conditions or
limitations as the Committee may at its discretion determine; if a
Participant does not comply with the aforementioned request such Options
shall lapse at the expiry of the time specified for exercise by the
Committee.
- to agree that outstanding Options will be assumed or substituted by the
surviving company or its parent (or the acquiring company or its parent
where a takeover occurs),
- to arrange for the continuation by the Company of outstanding Options (if
the Company is a surviving company or an acquiring company in a takeover),
- to make payment of a cash settlement to Participants equal, per Share, to
the difference between the amount to be paid for one Share under the
agreement of
merger or takeover terms and the Exercise Price per Share,
- to agree to accelerate the exercisability of such outstanding Options
followed by the cancellation of Options not exercised,
- to otherwise vary the exercise of outstanding Options on such
conditions as the Committee may decide
PROVIDED ALWAYS that if the Company and the other party to the
transaction constituting the merger, takeover or other re-organization
intend that such transaction is to be treated as a "pooling of interests"
for financial reporting purposes, and if such transaction in fact is so
treated, this Clause 7.2 shall not apply to the extent that the combining
entities independent public accountants determine in good faith that the
operation of the relevant discretion given to the Committee aforesaid
would preclude the use of "pooling of interests" accounting. In that
event clause 7.3 or 7.4 shall apply, as applicable.
7.3 Reorganization - In the event that the Company is a party to a merger,
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takeover or other reorganization and that the Company and the other party
to the aforesaid transaction intend it to be treated as a "pooling of
interests" for financial reporting purposes,
outstanding Options shall be subject to the agreement of merger or
reorganization or the agreed terms of the takeover. Provided that should
the agreement or such terms not provide that outstanding Options shall
be assumed by the surviving or acquiring Company or its parent, or that
equivalent options will be substituted by the surviving or acquiring
company, the exercisability and vesting of such outstanding Options
shall be fully accelerated and shall be followed by the cancellation of
Options not exercised. Any cancellation by the Committee shall not occur
earlier than 30 days after such acceleration is effective and
participants have been notified of such acceleration.
7.4 Offer for Shares where there are no agreed terms - Notwithstanding the
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the provisions of Clause 7.3, in the event that the Company is the
subject of an offer for its securities which is not recommended by the
Board to the Company's shareholders or otherwise agreed to by the Board,
the exercisability and vesting of outstanding Options shall be fully
accelerated. Participants may exercise outstanding Options within the
period of 90 days following the date upon which the offer becomes
unconditional in all respects. The Committee shall cancel Options not
exercised within the aforesaid period.
8 LIMITATION ON RIGHTS
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8.1 Retention Rights. Neither the Scheme nor any Option granted under the
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Scheme shall be deemed to give any individual a right to remain an
employee or director of the Company or a Subsidiary. The Company or
its Subsidiaries reserve the right to terminate the service of any
employee or director at any time, with or without cause, subject to
applicable laws, the Company's Memorandum and Articles of Association
and a written employment agreement (if any).
8.2 Shareholders Rights. A Participant shall have no dividend rights,
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voting rights or other rights as a shareholder with respect to any
Shares covered by his or her Award prior to filing the proper Notice
of Exercise and tendering the exercise price for such Shares. No
adjustment shall be made for cash dividends or other rights for which
the record date is prior to the date when such Notice of Exercise and
tender of exercise price is given, except as expressly provided in
Clause 7.1.
8.3 Regulatory Requirements. Any other provision of the Scheme
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notwithstanding, the obligation of the Company to issue Shares under
the Scheme shall be subject to all applicable
laws, rules and regulations and such approval by any regulatory
body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Shares pursuant
to any Award prior to the satisfaction of all legal requirements
relating to the issuance of such Shares, to their registration,
qualification or listing or to an exemption from registration,
qualification or listing.
9 WITHHOLDING TAXES
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If withholding tax obligations arise under local, US State, federal, or
other foreign law in connection with any transaction under the Scheme, then
the Participant, beneficiary or other person who is subject to such
obligations shall make arrangements satisfactory to the Company to meet
such obligations. The Company shall not be required to issue any Shares or
make any cash payment under the Scheme until such obligations are
satisfied.
10 FUTURE OF THE SCHEME
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10.1 Term of the Scheme. the Scheme, as set forth herein, shall
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become effective as of 28th May, 1997. The Scheme shall
terminate on 27th May, 2007 unless it has previously been
terminated under Section 10.2.
10.2 Amendment or Termination.
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(A) the Board may, at any time and for any reason, amend or
terminate the Scheme. An amendment of the Scheme shall be
subject to the approval of the Company's shareholders if it
increases the number of Shares over which Options may be
awarded under Clause 3.1 or extends the term of the Scheme
(provided that no amendment pursuant to Clause 7.1 shall be
regarded as requiring shareholder approval). No Awards shall
be granted under the Scheme after the termination thereof. The
termination of the Scheme, or any amendment thereof, shall not
(subject to Clauses 7.2 and 7.3 ) affect any Option previously
granted under the Scheme and notwithstanding such termination,
the Company shall continue to act, administer and manage the
Scheme in accordance with its terms.
(B) The Committee may in respect of Key Employees who are or may
become primarily liable to taxation outside Ireland on their
remunerations amend or alter the provisions of the Scheme and
the terms and conditions of Awards as the Committee considers
necessary or desirable to take account of relevant overseas
taxation or securities laws and the alterations or amendments
so made are scheduled to the
Scheme.
11 DEFINITIONS
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11.1 "Award" means any award of an Option under the Scheme.
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11.2 "Board" means the Company's Board of Directors, as constituted from
time to time.
11.3 "Change in Control" means:
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(a) The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate
reorganization, if more than 50% of the combined voting power
of the continuing or surviving entity's issued shares or
securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who
were not shareholders of the Company immediately prior to such
merger, consolidation or other reorganization;
(b) The sale, transfer of other disposition of all or
substantially all of the Company's assets;
(c) A change in the composition of the Board, as a result of which
fewer than 50% of the incumbent directors are directors who
either (i) had been directors of the Company on the date 24
months prior to the date of the event that may constitute a
Change in Control (the "original directors") or (ii) were
elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the aggregate of the
original directors who were still in office at the time of the
election or nomination and the directors whose election or
nomination was previously so approved; or
(d) Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing at least 50% of the total voting power represented
by the Company's then outstanding voting securities (ie issued
shares). For purposes of this Subsection (d), the term "person"
shall have the same meaning as when used in sections 13(d) and
14(d) of the Exchange Act but shall exclude (i) a trustee or
other fiduciary holding shares under an employee benefit plan of
the Company or of a Subsidiary (ii) a company owned directly or
indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of the
ordinary shares of the Company and (iii) an
employee or director of the Company or any
subsidiary at the time of the transaction or
immediately prior thereto.
A transaction shall not constitute a Change in Control if its
sole purpose is to create a holding company that will be owned in
substantially the same proportions by the persons who held the
Company's issued shares immediately before such transaction.
11.4 "Code" means the U.S. Internal Revenue Code of 1986, as amended.
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11.5 "Committee" means a committee of the Board, as described in
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Clause 2.
11.6 "Company" means Trintech Group Limited, an Irish company.
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11.7 "Date of Grant" means the date on which an Option is granted
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under the common seal of the Company under the Scheme.
11.8 "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
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amended.
11.9 "Exercise Price" means the amount for which one Share may be
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subscribed upon exercise of an Option, as specified in the
applicable Share Option Agreement.
11.10 "ISO" means an incentive stock option described in section 422(b) of
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the Code.
11.11 "Internal Revenue Service" means the U.S. Internal Revenue Service.
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11.12 "Key Employee" means (a) a key non-temporary employee of the Company
or of a Subsidiary, as determined by the Committee, or (b) an
executive director holding salaried employment or office of the
Company or a Subsidiary.
11.13 "Market Value" means the market price of Shares, determined by the
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Committee as follows:
(A) If Shares were traded on the National Market System of NASDAQ
or any other securities exchange regulated by the Securities
and Exchange Commission (or on any other recognised stock
exchange on which Shares may then be listed or dealt in) on
the date in question, then the Market Value shall be equal to
the higher of par and the closing price reported for such date
by the applicable composite-transactions report or any other
comparable or equivalent report prepared by the relevant
regulatory authority governing the securities exchange on
which the Shares are listed or dealt; and
(B) If (A) is not applicable or if there are two or more listings,
then the Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate.
Whenever possible, the determination of Market Value by the Committee
shall be based on the prices reported in the most recent edition of
The Wall Street Journal. Such determination shall be conclusive and
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binding in all persons.
11.14 "Nominated Employee" means an employee who shall have been nominated
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for the purpose of the Scheme under Clause 2.2.
11.15 "NSO" means an employee stock option not described in sections 422 or
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423 of the Code.
11.16 "Option" means an ISO or NSO granted under the Scheme and entitling
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the holder to acquire by subscription Shares.
11.17 "Participant" means any Nominated Employee who is for the time being
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the holder of an Option;
11.18 "Scheme" means this Trintech Group Limited Share Option 1997 Scheme,
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as it may be amended from time to time.
11.19 "Securities and Exchange Commission" means the U.S. Securities and
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Exchange Commission.
11.20 "Share" means one ordinary share of IR.2p in the capital of the
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Company and such expression shall if the context admits or requires
means one such ordinary share as may be represented by one American
Depositary Share (and may be evidenced by one American Depositary
Receipt) or otherwise.
11.21 "Share Option Agreement" means the agreement between the Company and
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a Participant which contains the terms, conditions and restrictions
pertaining to his or her option.
11.22 "Subsidiary" means a subsidiary undertaking as defined in Regulation
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4 of the European Communities (Companies: Group
Accounts) Regulations, 1992.
11.23 "US Participant" means any Participant who, at the time the Option is
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granted, is a citizen or resident of the United States of America for
federal income tax purposes.
Irish Participants
Agreement No:
5-Year Vesting
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Incentive Share Option Agreement
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Trintech Group Limited an Irish limited corporation `Trintech', hereby grants an
option to subscribe for Shares as may be represented by American Depositary
Shares and as may be evidenced by American Depositary Receipts to the
Participant named below. The terms and conditions of the option are set forth in
this cover sheet, in the attachment and in the Trintech Group Limited Share
Option 1997 Scheme ("the Scheme").
Date of Option Grant: ___________________________
Name of Participant: ___________________________
Social Security No. or
other tax identification:___________________________
Number of Shares Covered by Option: ________________
Exercise Price per Share: $_______________________
(being market value on the day
preceding the date of grant)
Vesting Start Date: ________________________________
By signing this cover sheet, you agree to all of the terms and
conditions described in the attachment and in the Scheme.
SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of: Seal:
Witness Name: .....................................................
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Address: ...................................................
..................................................................
Occupation:............................................
GIVEN under the Common Seal
of TRINTECH Group LIMITED
5-Year Vesting
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Share Option Agreement
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Vesting Your right to exercise this Option vests in
monthly increments at the rate of 1/36th per
month over the three year period starting on the
second anniversary of the Date of Grant as shown
on the cover sheet. For example, the percentage
of the total number of Shares for which this
option will be exercisable at the dates
specified below is as follows:
Anniversary of Date
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of Grant Percentage
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Third 33-1/3%
Fourth 66-2/3%
Fifth 100%
The resulting number of Shares will be rounded
up to the nearest whole number. No additional
Shares vest after your Trintech service
has terminated for any reason.
Term Your Option will expire in any event at the close
of business at Trintech headquarters on the day
before the 7th anniversary of the Date of Grant,
as shown on the cover sheet. (It will expire
earlier if your Trintech service terminates, as
described below.)
Regular If your service as an employee or director of
Termination Trintech (or any Subsidiary) terminates for any
reason except death (or normal retirement or
retirement due to Health Reasons) then your Option
(to the extent exercisable) will expire at the
close of business at Trintech headquarters on the
30th day (or such later date as the Committee may
decide) after your termination date.
Trintech determines when your service terminates
for this purpose.
Death If you die as an employee or director of Trintech
(or any Subsidiary), then your Option (to the
extent exercisable) will
expire at the close of business at Trintech
headquarters on the date one year after the date
of death. During that one year period, your
personal representatives may exercise your option
(to the extent exercisable).
Normal Retirement If your service as an employee or Early
Retirement director of Trintech (or any
Subsidiary) terminates because of normal
retirement or early retirement due to Health
Reasons then your Option (to the extent
exercisable) will expire at the close of business
at Trintech headquarters on the date one year
after your termination date.
Leaves of Absence For purposes of this Option, your service does not
terminate when you go on sick leave or another
bona fide leave of absence if the leave was
approved by Trintech in writing. But your service
will be treated as terminating 90 days after you
went on leave, unless your right to return to
active work is guaranteed under law or by a
contract. Your service terminates, in any event,
when the
approved leave ends, unless you immediately return
to active work. Trintech determines which leaves
count for this purpose.
Restrictions on Trintech will not permit you to exercise this
Exercise Option if the exercise and/or issuance of Shares
at that time would violate any applicable law or
regulation.
Notice of When you wish to exercise this Option you must
Exercise notify Trintech by filing the proper "Notice of
Exercise" form at the address given on the form.
Your notice must specify how many Shares you wish
to purchase. Your notice must also specify how
your Shares should be registered (in your name
only or in your and your spouse's joint names).
The notice will be effective when it is received
by Trintech.
If someone else wants to exercise this Option
after your death, that person must prove to
Trintech's satisfaction that he or she is
entitled to do so.
Form of Payment When you submit your Notice of Exercise, you must
include payment of the Exercise Price for the
Shares you are purchasing. Payment may be made in
one (or a combination of both) of the following
forms:
. Your personal cheque, a cashier's cheque or a
money order.
. If Trintech then so permits, by irrevocable
directions to a securities broker approved by
Trintech to sell your Option Shares and to
deliver all or a portion of the sale proceeds
to Trintech in payment of the Exercise Price.
(The balance of the sale proceeds, if any,
will be delivered to you.) The directions must
be given by signing a special "Notice of
Exercise" form provided by Trintech.
Withholding Taxes You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any withholding
taxes that may be due as a result of
the Option exercise.
Restrictions on Resale By signing this Agreement, you agree
not to sell any Option Shares at a
time when applicable laws or
Trintech policies prohibit a sale.
This restriction will apply as long
as you are an employee or director
of Trintech (or a Subsidiary).
Transfer of Option Prior to your death, only you may
exercise this Option (to the extent
exercisable). You cannot transfer or
assign this Option (to the extent
exercisable). For instance, you may
not sell this Option or use it as
security for a loan. You may,
however, dispose of this Option in
your will.
Regardless of any marital property
settlement agreement, Trintech is
not
obligated to honour a Notice of
Exercise from your former spouse,
nor is Trintech obligated to
recognise your former spouse's
interest in your Option in any other
way.
Retention Rights Your Option or this Agreement do not
give you the right to be retained by
Trintech (or any Subsidiaries) in
any capacity.
Shareholder Rights You, or your estate or heirs, have
no rights as a shareholder of
Trintech until a proper Notice of
Exercise has been filed with
Trintech and the exercise price has
been tendered. No adjustments are
made for dividends or other rights
if the applicable record date occurs
before a proper Notice of Exercise
has been filed with Trintech and the
exercise price has been tendered,
except as
described in the Scheme.
Adjustments In the event of a stock split, a stock dividend or a
similar change in Trintech Shares, the number of Shares
covered by this Option and the exercise price per share
may be adjusted pursuant to the Scheme. In the event
where Trintech is taken over or is a party to a merger,
this Option will be handled in accordance with the
Scheme.
Applicable law This Agreement and the Trintech Group Limited Share
and Jurisdiction Option 1997 Scheme (as the same may be amended from
time to time) will be governed by and construed in
accordance with the laws of Ireland and you agree to
submit to the non-exclusive jurisdiction of the Irish
courts in connection with any disputes which may arise
out of or in connection with this Agreement or the
Trintech
Group Limited Share Option 1997 Scheme.
The Scheme and other The text of the Trintech Group Limited Share Option
Agreements 1997 Scheme is incorporated in this Agreement by
reference.
This Agreement and the Scheme constitute the entire
understanding between you and Trintech regarding this
Option and any other options, or understandings
agreements relating to options over Shares except under
the Trintech Group Limited Executive Share Option
Scheme or under this Scheme. Any prior agreements,
commitments or negotiations concerning this Option are
superseded.
By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Scheme.
Agreement No:
(US Participants)
5-Year Vesting
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Share Option Agreement
----------------------
Trintech Group Limited an Irish limited corporation 'Trintech', hereby grants an
option to subscribe Shares as represented by American Depositary Shares and as
evidenced by American Depositary Receipts to the Participant named below. The
terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Trintech Group Limited Share Option 1997 Scheme (the
"Scheme").
Date of Option Grant: ______________________________________________________
Name of Participant: ______________________________________________________
Social Security No. or
other tax identification:______________________________________________________
Number of Shares Covered by Option: ___________________________________________
Type of Option: Non-statutory
Exercise Price per Share: $__________________________________________________
(being market value on the day
preceding the Date of Grant)
Vesting Start Date: ___________________________________________________________
By signing this cover sheet, you agree to all of the terms and conditions
described in the attachment and in the Scheme.
SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of: Seal:
Witness Name: ..........................................................
-------
Address:..........................................................
..................................................................
Occupation:..................................................
GIVEN under the Common Seal
of TRINTECH Group LIMITED
5-Year Vesting
--------------
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Non-Statutory Share Option Agreement
------------------------------------
Non-Statutory This Option is not intended to be incentive stock option
Share Option under section 422 of the Internal Revenue code.
Vesting Your right to exercise this Option vests in monthly
increments at the rate of 1/60th per month over the five
year period starting on the Vesting Start Date, as shown on
the cover sheet. For example, the percentage of the total
number of Shares for which this option will be exercisable
at the dates specified below is as follows:
Anniversary of Vesting
----------------------
Start Date Percentage
---------- ----------
First 20%
Second 40%
Third 60%
Fourth 80%
Fifth 100%
The resulting number of Shares will be rounded up to the
nearest whole
number. No additional Shares vest after your Trintech
service has terminated for any reason.
Term Your Option will expire in any event at the close of
business at Trintech headquarters on the day before the 7th
anniversary of the Date of Grant, as shown on the cover
sheet. (It will expire earlier if your Trintech service
terminates, as described below.)
Regular If your service as an employee or director of Trintech (or
Termination any Subsidiary) terminates for any reason except death (or
normal retirement or retirement due to Health Reasons) then
your Option (to the extent exercisable) will expire at the
close of business at Trintech headquarters on the 30th day
(or such later date as the Committee may decide) after your
termination date.
Trintech determines when your service terminates for
this purpose.
Death If you die as an employee or director of Trintech (or any
Subsidiary), then your Option (to the extent exercisable)
will expire at
the close of business at Trintech headquarters on the date
one year after the date of death. During that one year
period, your personal representatives may exercise your
option (to the extent exercisable).
Normal Retirement If your service as an employee or Early Retirement director
of Trintech (or any Subsidiary) terminates because of normal
retirement or early retirement due to Health Reasons then
your Option (to the extent exercisable) will expire at the
close of business at Trintech headquarters on the date one
year after your termination date.
Leaves of Absence For purposes of this Option, your service does not terminate
when you go on sick leave or another bona fide leave of
absence if the leave was approved by Trintech in writing.
But your service will be treated as terminating 90 days
after you went on leave, unless your right to return to
active work is guaranteed under law or by a contract. Your
service terminates, in any event, when the approved leave
ends, unless you
immediately return to active work.
Trintech determines which leaves count for this
purpose.
Restrictions on Trintech will not permit you to exercise this
Exercise Option if the exercise and/or issuance of Shares
at that time would violate any applicable
law or regulation.
Notice of When you wish to exercise this Option you must
Exercise notify Trintech by filing the proper "Notice of
Exercise" form at the address given on the form.
Your notice must specify how many Shares you
wish to purchase. Your notice must also
specify how your Shares should be registered
(in your name only or in your and your spouse's
joint names). The notice will be effective when
it is received by Trintech.
If someone else wants to exercise this Option
after your death, that person must prove to
Trintech's satisfaction that he or she is
entitled to do so.
Form of Payment When you submit your Notice of Exercise, you
must include payment of the Exercise Price for
the Shares you are purchasing. Payment may be
made in one (or a combination of both) of the
following forms:
. Your personal cheque, a cashier's cheque or a
money order.
. If Trintech then so permits, by irrevocable
directions to a securities broker approved by
Trintech to sell your Option Shares and to
deliver all or a portion of the sale
proceeds to Trintech in payment of the
Exercise Price. (The balance of the sale
proceeds, if any, will be delivered to you.)
The directions must be given by signing a
special "Notice of Exercise" form provided by
Trintech.
Withholding Taxes You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any
withholding taxes that may be due
as a result of the Option exercise.
Restrictions on Resale By signing this Agreement, you agree
not to sell any Option Shares at a
time when applicable laws or
Trintech policies prohibit a sale.
This restriction will apply as long
as you are an employee or director
of Trintech (or a Subsidiary).
Transfer of Option Prior to your death, only you may
exercise this Option (to the
extent exercisable). You cannot
transfer or assign this Option (to
the extent exercisable). For
instance, you may not sell this
Option or use it as security for a
loan. You may, however, dispose of
this Option in your will.
Regardless of any marital property
settlement
agreement, Trintech is not
obligated to honour a Notice of
Exercise from your former spouse,
nor is Trintech obligated to
recognise your former spouse's
interest in your Option in any other
way.
Retention Rights Your Option or this Agreement do not
give you the right to be retained by
Trintech (or any Subsidiaries) in
any capacity.
Shareholder Rights You, or your estate or heirs, have
no rights as a shareholder of
Trintech until a proper Notice of
Exercise has been filed with
Trintech and the exercise price has
been tendered. No adjustments are
made for dividends or other rights
if the applicable record date occurs
before a proper Notice of Exercise
has been filed with Trintech and the
exercise price has been tendered,
except as
described in the Scheme.
Adjustments In the event of a stock split, a
stock dividend or a similar change
in Trintech Shares, the number of
Shares covered by this Option and
the exercise price per share may be
adjusted pursuant to the Scheme. In
the event where Trintech is taken
over or is a party to a merger, this
Option will be handled in accordance
with the Scheme.
Applicable law This Agreement and the Trintech
and Jurisdiction Group Limited Share Option 1997
Scheme (as the same may be amended
from time to time) will be governed
by and construed in accordance with
the laws of Ireland and you agree to
submit to the non-exclusive
jurisdiction of the Irish courts in
connection with any disputes which
may arise out of or in connection
with this Agreement or the Trintech
Group Limited Share Option 1997
Scheme.
The Scheme and other The text of the Trintech Group
Agreements Share Option 1997 Scheme is
incorporated in this Agreement by
reference.
This Agreement and the Scheme
constitute the entire understanding
between you and Trintech regarding
this Option and any other options,
or understandings agreements
relating to options over Shares
except under the Trintech Group
Limited Executive Share Option
Scheme or under this Scheme. Any
prior agreements, commitments or
negotiations concerning this Option
are superseded.
By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Scheme.
Agreement No:
(US Participants)
5-Year Vesting
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Incentive Share Option Agreement
--------------------------------
Trintech Group Limited an Irish limited corporation `Trintech', hereby grants an
option to subscribe for Shares as may be represented by American Depositary
Shares and as may be evidenced by American Depositary Receipts to the
Participant named below. The terms and conditions of the option are set forth in
this cover sheet, in the attachment and in the Trintech Group Limited Share
Option 1997 Scheme ("the Scheme").
Date of Option Grant: _______________________________________________________
Name of Participant: _______________________________________________________
Social Security No. or
other tax identification:_______________________________________________________
Number of Shares Covered by Option: ____________________________________________
Type of Option: Incentive Share Option _________________________________________
Exercise Price per Share: $___________________________________________________
(being market value on the day
preceding the date of grant)
Vesting Start Date:_____________________________________________________________
By signing this cover sheet, you agree to all of the terms and
conditions described in the attachment and in the Scheme.
SIGNED, SEALED AND DELIVERED
by the Participant
in the presence of: Seal:
Witness Name: _____________________________________________________________
-------
Address:______________________________________________________________
_________________________________________________________________
Occupation:______________________________________________________
GIVEN under the Common Seal
of TRINTECH Group LIMITED
Agreement No:
(US Participants (except Officers or Directors))
5-Year Vesting
TRINTECH Group LIMITED SHARE OPTION 1997 SCHEME
Incentive Share Option Agreement
--------------------------------
Incentive Share This Option is intended to be an incentive stock on
Option option under section 422 of the Internal Revenue code
and will be interpreted accordingly.
Vesting Your right to exercise this Option vests in monthly
increments at the rate of 1/60th per month over the
five year period starting on the Vesting Start Date,
as shown on the cover sheet. For example, the
percentage of the total number of Shares for which
this option will be exercisable at the dates specified
below is as follows:
Anniversary of Vesting
----------------------
Start Date Percentage
---------- ----------
First 20%
Second 40%
Third 60%
Fourth 80%
Fifth 100%
The resulting number of Shares will be rounded
up to the nearest whole number. No additional
Shares vest after your Trintech service has
terminated for any reason.
Term Your Option will expire in any event at the
close of business at Trintech headquarters on
the day before the 7th anniversary of the Date
of Grant, as shown on the cover sheet. (It will
expire earlier if your Trintech service
terminates, as described below.)
Regular If your service as an employee or
Termination director of Trintech (or any Subsidiary)
terminates for any reason except death (or
normal retirement or retirement due to Health
Reasons) then your Option (to the extent
exercisable) will expire at the close of
business at Trintech headquarters on the 30th
day (or such later date as the Committee may
decide) after your termination date.
Trintech determines when your service terminates
for this purpose.
Death If you die as an employee or director of
Trintech (or any Subsidiary), then your Option
(to the extent exercisable) will expire at the
close of business at Trintech headquarters on
the date one year after the date of death.
During that one year period, your personal
representatives may exercise your option (to the
extent exercisable).
Normal Retirement If your service as an employee or Early
Retirementdirector of Trintech (or any
Subsidiary) terminates because of normal
retirement or early retirement due to Health
Reasons then your Option (to the extent
exercisable) will expire at the close of
business at Trintech headquarters on the date
one year after your termination date.
Leaves of Absence For purposes of this Option, your service does
not terminate when you go on sick leave or
another bona fide leave of absence if the
leave was approved by Trintech in writing. But
your service will be treated as terminating 90
days after you went on leave, unless your
right to return to active work is guaranteed
under law or by a contract. Your service
terminates, in any event, when the approved
leave ends, unless you immediately return to
active work.
Trintech determines which leaves count for
this purpose.
Restrictions on Trintech will not permit you to exercise this
Exercise Option if the exercise and/or issuance of
Shares at that time would violate any
applicable law or regulation.
Notice of When you wish to exercise this Option you
Exercise must notify Trintech by filing the proper
"Notice of Exercise" form at the address
given on the form. Your notice must specify
how many Shares you wish to purchase. Your
notice must also specify how your Shares
should be registered (in your name only or in
your and your spouse's joint names). The
notice will be
effective when it is received by Trintech.
If someone else wants to exercise this Option
after your death, that person must prove to
Trintech's satisfaction that he or she is
entitled to do so.
Form of Payment When you submit your Notice of Exercise, you
must include payment of the Exercise Price for
the Shares you are purchasing. Payment may be
made in one (or a combination of both) of the
following forms:
. Your personal cheque, a cashier's cheque or
a money order.
. If Trintech then so permits, by irrevocable
directions to a securities broker approved
by Trintech to sell your Option Shares and
to deliver all or a portion of the sale
proceeds to Trintech in payment of the
Exercise Price. (The balance of the sale
proceeds, if any, will
be delivered to you.) The directions
must be given by signing a special
"Notice of Exercise" form provided
by Trintech.
Withholding Taxes You will not be allowed to exercise
this Option unless you make
acceptable arrangements to pay any
withholding taxes that may be due as
a result of the Option exercise.
Restrictions on Resale By signing this Agreement, you agree
not to sell any Option Shares at a
time when applicable laws or
Trintech policies prohibit a sale.
This restriction will apply as long
as you are an employee or director
of Trintech (or a Subsidiary).
Transfer of Option Prior to your death, only you may
exercise this Option (to the extent
exercisable). You cannot transfer or
assign this Option (to the extent
exercisable). For
instance, you may not sell this
Option or use it as security for a
loan. You may, however, dispose of
this Option in your will.
Regardless of any marital property
settlement agreement, Trintech is
not obligated to honour a Notice of
Exercise from your former spouse,
nor is Trintech obligated to
recognise your former spouse's
interest in your Option in any other
way.
Retention Rights Your Option or this Agreement do not
give you the right to be retained by
Trintech (or any Subsidiaries) in
any capacity.
Shareholder Rights You, or your estate or heirs,
have no rights as a shareholder of
Trintech until a proper Notice of
Exercise has been filed with
Trintech and the exercise price has
been tendered. No adjustments
are made for dividends or other
rights if the applicable record date
occurs before a proper Notice of
Exercise has been filed with
Trintech and the exercise price has
been tendered, except as described
in the Scheme.
Adjustments In the event of a stock split, a
stock dividend or a similar change
in Trintech Shares, the number of
Shares covered by this Option and
the exercise price per share may be
adjusted pursuant to the Scheme. In
the event where Trintech is taken
over or is a party to a merger, this
Option will be handled in accordance
with the Scheme.
Applicable law This Agreement and the Trintech
and Jurisdiction Group Limited Share Option 1997
Scheme (as the same may be amended
from time to time) will be governed
by and construed in accordance with
the laws
of Ireland and you agree to submit
to the non-exclusive jurisdiction of
the Irish courts in connection with
any disputes which may arise out of
or in connection with this Agreement
or the Trintech Group Limited Share
Option 1997 Scheme.
The Scheme and other The text of the Trintech Group Share
Agreements Option 1997 Scheme is incorporated
in this Agreement by reference.
This Agreement and the Scheme
constitute the entire understanding
between you and Trintech regarding
this Option and any other options,
or understandings agreements
relating to options over Shares
except under the Trintech Group
Limited Executive Share Option
Scheme or under this Scheme. Any
prior agreements, commitments or
negotiations concerning
this Option are superseded.
By signing the cover sheet of this Agreement, you agree
to all of the terms and conditions described above and
in the Scheme.