Exhibit 4.3
TRINTECH GROUP plc DIRECTORS AND CONSULTANTS
SHARE OPTION SCHEME
Established by a resolution of the Board of the Company on 22nd April, 1998 and
as amended from time to time by resolutions of the Board of Directors and
Ordinary resolutions of the company.
TABLE OF CONTENTS
-----------------
Page
----
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 5
3.2 Additional Shares 5
3.3 Individual Limits 6
CLAUSE 4. ELIGIBILITY
4.1 General Rules 6
4.2 Ten-Percent Shareholders 6
CLAUSE 5 OPTIONS
5.1 Share Option Agreement 7
5.2 Waiver of an Option 7
5.3 Awards Nontransferable 7
5.4 Number of Shares 8
5.5 Exercise Price 8
5.6 Exercisability and Term 8
5.7 Modification or Exchange of Options 9
5.8 Loss of Quotation 9
5.9 Liquidation 10
CLAUSE 6. PAYMENT FOR OPTION SHARES
6.1 General Rule 10
6.2 Exercise Sale 10
6.3 Other Forms of Payment 11
CLAUSE 7. ADJUSTMENT OF SHARES
7.1 Adjustments 11
7.2 Reorganization: Committee 12
7.3 Reorganization 13
7.4 Offer for Shares where no agreed 14
CLAUSE 8. LIMITATION OF RIGHTS
8.1 Retention Rights 14
8.2 Shareholders' Rights 15
8.3 Regulatory Requirements 15
CLAUSE 9. WITHHOLDING TAXES 16
CLAUSE 10. FUTURE OF THE SCHEME
10.1 Term of the Scheme 16
10.2 Amendment or Termination 16
CLAUSE 11. DEFINITIONS 17
TRINTECH GROUP plc DIRECTORS AND CONSULTANTS
--------------------------------------------
SHARE OPTION SCHEME
-------------------
1. INTRODUCTION
------------
The Scheme is established pursuant to a resolution of the Board on 22nd April,
1998 following the establishment of the Trintech (Holdings) Limited Share Option
1997 Scheme which was approved by the Shareholders on 21st November, 1997. The
purpose of the Scheme is to establish a share scheme as an incentive scheme to
promote the long-term success of the Company and the creation of stockholder
value by (a) encouraging Directors and Consultants to focus on critical
long-range objectives, (b) encouraging the attraction and retention of Directors
and Consultants with exceptional qualifications and (c) linking Directors and
Consultants 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 Directors and Consultants 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.
1
2 ADMINISTRATION
--------------
2.1 Committee Composition
---------------------
(i) Multiple Administrative Bodies The Scheme may be administered by
------------------------------
different Committees with respect to different groups of
Participants.
(ii) Section 162(m) To the extent that the Committee determines it to be
-------------
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 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 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
--------------------------
Directors and Consultants who are to receive Awards under the Scheme,
(b) determine the
2
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
-------
(A) To Participants. Save as otherwise provided herein, any notice
---------------
or communication to be given by the Company to any Participant may be
given by personal (or corporate) delivery or by sending it by ordinary
post to his last known address (or its registered office or corporate
headquarters) 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.
3
(B) To the Company. Save as otherwise herein provided any notice 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
------------
(A) In this Scheme where the context so admits
(i) words importing the masculine gender shall include the
feminine and the neuter,
(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,
(iv) any reference to a Consultant shall be a reference to an
individual or a body corporate as appropriate.
(C) If any provision of the Scheme or any Award is, or becomes or, is
deemed to be invalid, illegal or unenforceable in any
jurisdiction, or would
4
disqualify the Scheme or any Award under any law deemed
applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of
the Committee materially altering the purpose or intent of the
Scheme or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Scheme or any
Award shall remain in full force and effect
(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
---------------------------
3.1 Basic Limitation. The Company shall keep available sufficient
----------------
authorised 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 400,000. 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
-----------------
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 price of an Option is reduced, the
transaction will be treated as a
5
cancellation of the Option and the grant of a new Option.
3.3 Individual Limits. The following limitations shall apply to grants of
-----------------
Options:
(i) No Participant shall be granted, in any fiscal year of the Company,
Options to purchase more than 200,000 Shares.
(ii) In connection with his or her initial service, a Participant may be
granted Options to purchase up to an additional 200,000 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
-----------
4.1 General Rules. Only Directors and Consultants shall be eligible for
-------------
designation as 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 Director or Consultant who owns more than 10%
------------------------
of the 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
6
requirements set forth in section 422(c)(5) of the Code are satisfied.
5 OPTIONS
-------
5.1 Share Option Agreement. Each grant of an Option under the Scheme shall be
----------------------
evidenced by a Share Option Agreement between the Participant and the
Company 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
-------------------
(or other corporate authority) 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
----------------------
transferable by an individual 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. Corporate Participants may only exercise an Option by
7
their officers in accordance with their Memorandum and Articles of
Association or chapter and bye laws or other governing documents. No
Option or interest therein may be transferred, assigned, pledged or
hypothecated by a Participant whether during his or her lifetime if
an individual (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 or may be transferred
otherwise if a corporate Participant.
5.4 Number of Shares. Each Share Option Agreement shall specify the
----------------
number of 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 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 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
8
exceed 10 years from the date of grant. A Share Option Agreement may
provide for accelerated exercisability in the event of an individual
Participant's death, disability or retirement or other events; may
provide for accelerated exercisability by a corporate Participant in
the event of certain 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, 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 or its rights
or obligations under such Option.
5.8 Loss of Quotation
-----------------
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
9
(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 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
-------------------------
6.1 General Rule. The entire Exercise Price of Shares issued upon
------------
exercise 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 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
10
the Exercise Price and any withholding taxes.
6.3 Other Forms of Payment. To the extent that this Clause 6.3 is
----------------------
applicable, payment may be made in any other form that is consistent
with applicable laws, regulations and rules.
7 ADJUSTMENT OF SHARES
---------------------
7.1 Adjustments. In the event of a subdivision of the outstanding Shares,
-----------
bonus 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.
11
7.2 Reorganization: Committee discretions. In the event that the Company
-------------------------------------
is a 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
12
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, 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
13
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 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
8.1 Retention Rights. Neither the Scheme nor any Option granted under
----------------
the Scheme shall be deemed to give any individual a right to remain a
Director or Consultant of the Company or a Subsidiary (or shall be
deemed to give any corporate Participant a right to remain as a
14
Consultant of the Company or a Subsidiary). The Company or its
Subsidiaries reserve the right to terminate the service of any
Director or Consultant at any time, with or without cause, subject to
applicable laws, the Company's Memorandum and Articles of Association
and a written employment or services agreement (if any).
8.2 Shareholders Rights. A Participant shall have no dividend rights,
-------------------
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
-----------------------
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.
15
9 WITHHOLDING TAXES
-----------------
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
--------------------
10.1 Term of the Scheme. the Scheme, as set forth herein, shall become
------------------
effective on 22nd April, 1998. The Scheme shall terminate on 21st
April 2008 unless it has previously been terminated under Section
10.2.
10.2 Amendment or Termination.
------------------------
(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 aggregate number of Shares over which Options
may be awarded under Clause 3.1 of this scheme and the
Trintech (Holdings) Limited Share Option 1997 Scheme taken as
a whole; 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.
16
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 Directors and Consultants 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
-----------
11.1 "Award" means any award of an Option under the Scheme.
-----
11.2 "Board" means the Company's Board of Directors, as constituted from
-----
time to time.
11.3 "Change in Control" means:
-----------------
(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
17
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
18
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.
----
11.5 "Committee" means a committee of the Board, as described in Clause 2.
---------
11.6 "Company" means Trintech Group plc (formerly Trintech (Holdings)
-------
Limited), an Irish company.
11.7 "Date of Grant" means the date on which an Option is granted under
-------------
the common seal of the Company under the Scheme.
11.8 "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
------------
amended.
19
11.9 "Exercise Price" means the amount for which one Share may be
--------------
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
---
the Code.
11.11 "Internal Revenue Service" means the U.S. Internal Revenue Service.
------------------------
11.12 "Directors and Consultants" means (a) a Director of the Company or of
-------------------------
a Subsidiary, or (b) a Consultant (whether an individual or a
corporate person) who has agreed to perform services for the Company
or a subsidiary on a continuous basis for at least one year, whether
part-time or full time.
11.13 "Market Value" means the market price of Shares, determined by the
------------
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
20
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
-----------------------
binding in all persons.
11.14 "Nominated Director or Consultant" means a Director or Consultant
--------------------------------
who shall have been nominated for the purpose of the Scheme under
Clause 2.2.
11.15 "NSO" means a stock option not described in sections 422 or 423 of
---
the Code.
11.16 "Option" means an ISO or NSO granted under the Scheme and entitling
------
the holder to acquire by subscription Shares.
11.17 "Participant" means any Director or Consultant who is for the time
-----------
being the holder of an Option;
11.18 "Scheme" means this Trintech Group plc Directors and Consultants
------
Share Option Scheme, as it may be amended from time to time.
21
11.19 "Securities and Exchange Commission" means the U.S. Securities and
----------------------------------
Exchange Commission.
11.20 "Share" means one ordinary share of IR.2p in the capital of the
-----
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
----------------------
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
----------
4 of the European Communities (Companies: Group Accounts)
Regulations, 1992.
11.23 "US Participant" means any Participant who, at the time the Option is
--------------
granted, is a citizen or resident of the United States of America for
federal income tax purposes.
22
Individuals Irish Participants
Agreement No:
5-Year Vesting
TRINTECH GROUP PLC DIRECTORS AND CONSULTANTS
SHARE OPTION SCHEME
Incentive Share Option Agreement
--------------------------------
Trintech (Holdings) 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 plc Directors and
Consultants Share Option 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:__________________________________
- -------
Address:_______________________________
_______________________________________
Occupation: ___________________________
GIVEN under the Common Seal
23
of TRINTECH GROUP PLC
24
5-Year Vesting
TRINTECH GROUP PLC DIRECTORS AND CONSULTANTS
SHARE OPTION SCHEME
Share Option Agreement
----------------------
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
-------------------
of Grant Percentage
-------- ----------
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 services contract or directorship has
terminated for any reason.
25
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
services contract or directorship terminates, as
described below.)
Regular If your services as a consultant or directorship of
Termination Trintech (or any Subsidiary) terminates for any reason
except death (or normal retirement or retirement due to
Health Reasons - if applicable) 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 a consultant or director of Trintech (or
any Subsidiary), then your Option (to the extent
exercisable) will
26
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 services as a consultant or directorship of
Early Retirement Trintech (or any Subsidiary) terminates because of
normal retirement or early retirement if applicable 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 services do 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 services 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 services terminate, in any event,
when the
27
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 exercise this 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.
28
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.
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 a consultant or director of
Trintech (or a Subsidiary).
Transfer of Option Prior to your death, only
29
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
30
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
31
and Jurisdiction Trintech Group plc Directors and Consultants
Share Option 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 plc Directors
and Consultants Share Option Scheme.
The Scheme and other The text of the Trintech Group plc Directors
Agreements and Consultants Share Option 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
32
understandings agreements relating to options over
Shares except under the Trintech (Holdings) 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.
33
Agreement No:
(US Participants)
5-Year Vesting
Individuals
TRINTECH GROUP PLC DIRECTORS AND CONSULTANTS
SHARE OPTION SCHEME
Incentive Share Option Agreement
--------------------------------
Trintech Group plc Directors and Consultants 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 plc Directors and Consultants Share Option 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
34
of TRINTECH GROUP PLC
35
Agreement No:
(US Participants (except Officers or Directors))
5-Year Vesting
TRINTECH GROUP PLC DIRECTORS AND CONSULTANTS
SHARE OPTION SCHEME
Incentive Share Option Agreement
--------------------------------
Incentive Share This Option is intended to be an incentive stock 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
36
will be rounded up to the nearest whole number. No
additional Shares vest after your Trintech services
contract or directorship 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
services contract or directorship terminates, as
described below.)
Regular If your service as a consultant or directorship of
Termination Trintech (or any Subsidiary) terminates for any reason
except death (or normal retirement or retirement due to
Health Reasons - if applicable) 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
37
purpose.
Death If you die as a consultant 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 services as a consultant or director of Trintech
Early Retirement (or any Subsidiary) terminates because of normal
retirement or early retirement if applicable 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 services do 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
38
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 services terminate, 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 Option if
Exercise 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 notify
Exercise 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.
39
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.
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
40
Trintech policies prohibit a sale. This restriction will
apply as long as you are a consultant 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
41
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
42
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 plc Directors and
and Jurisdiction Consultants Share Option 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 plc Directors and Consultants Share
Option Scheme.
The Scheme and other The text of the Trintech Group plc Directors and
Agreements Consultants Share Option Scheme is incorporated in this
Agreement by
43
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. Any prior
agreements, commitments or negotiations concerning this
Option are superseded.
By entering into this Agreement, you agree to all of the terms and conditions
described above and in the Scheme.
44