Exhibit 4.6
Dated: 19 May 2005
RULES OF THE FUTUREMEDIA PLC
2005 UNAPPROVED SHARE OPTION PLAN
CONTENTS
Clause Page Number
1. Interpretation.......................................................1
2. Purpose and Participation............................................5
3. Number of Shares Subject to Options..................................6
4. Rights to Exercise Options...........................................6
5. Lapse of Options.....................................................6
6. Exercise of Options..................................................7
7. Take-overs, Reconstructions and Amalgamations........................8
8. Exchange of Options..................................................9
9. Winding-Up...........................................................11
10. Adjustment of Options................................................11
11. Option Holder to Bear Cost of Employer's NICs on Option Gains........12
12. Option Holder's Tax Indemnity........................................12
13. Expenses.............................................................13
14. Notices..............................................................13
15. General..............................................................13
16. Modifications and Alterations to the Plan and Options................14
17. Term and Termination.................................................14
RULES OF THE FUTUREMEDIA PLC
2005 UNAPPROVED SHARE OPTION PLAN
1. Interpretation
1.1 In this Plan the words and expressions set out below shall have the
meanings specified against them unless otherwise specifically provided and
any reference to a provision of an Act of Parliament shall include any
modification, consolidation, re-enactment or extension of it:
"Accounting Period" means an accounting reference
period of the Company as defined by
section 224 of the Companies Act 1985 or
a new accounting reference period of the
company as defined by section 225 of the
Companies Act 1985;
"Acquiring Company" means a company which obtains control of
the Company in accordance with Rule 8;
the "Auditors" means the auditors for the time being of
the Company or in the event of there
being joint auditors such one of them as
the Directors shall select;
"Balance Option Certificate" means the certificate issued to an
Option Holder in accordance with Rule
6.2;
the "Company" means Futuremedia Public Limited Company
(registered in England no. 1616681);
"Control" bears the meaning given to that
expression by section 187 of the Taxes
Act;
"Date of Adoption" means the date of the adoption of this
Plan by the Directors;
"Date of Grant" means the date upon which the Directors
resolve to grant an Option in accordance
with Rule 2.2;
"Directors" means the Directors for the time being
of the company or the Directors present
at a duly convened meeting of the
Directors or of a duly appointed
committee of the Directors at which a
quorum is present;
"EMI Plan" means the the Futuremedia PLC Enterprise
Management Incentive Plan 2005;
"Employer's NICs" means the amount of secondary Class I
NICs payable in respect of any Option
Gain;
"Employment" means employment by the Company and/or
any Subsidiary and/or for the purpose of
Rule 8 any Acquiring Company or a
company under the Control of the
Acquiring Company but for the purpose of
this Plan excludes employment during any
period of notice of dismissal;
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended;
"Issue or Re-Organisation" means any issue of shares or other
securities of the Company and/or any
consolidation or sub-division or
reduction of share capital of the
Company and/or any other variation in
the share capital of the Company which
in the opinion of the Auditors justifies
a variation in the number of shares
subject to an Option or the Option Price
of that Option;
"Market Value" means the last sale price of the Shares
(which expression shall for the purposes
of this definition include American
Depositary Shares ("ADSs"), as evidenced
by American Depositary Receipts
("ADRs"), representing the Shares) as
reported by the NASDAQ SmallCap Market
(or any other national or international
securities exchange on which the Shares
are traded) on the relevant date or, if
there is no reported sale of the Shares
on the relevant date, the last sale
price for the Shares immediately prior
to the relevant date; and if the Shares
are not Publicly Traded, the value of a
Share as determined by the Directors or
the Remuneration Committee;
2
"NICS" means United Kingdom national insurance
contributions;
"NI Regulations" means the laws, regulations and
practices currently in force in the
United Kingdom relating to liability for
and the collection of NICs;
"Option" means a right granted to subscribe for
Shares pursuant to this Plan which is
for the time being subsisting;
"Option Certificate" means a certificate issued to an Option
Holder in accordance with Rule 2.4;
"Option Gain" means a gain realised upon the
exercise, assignment or release of an
Option, being a gain that is chargeable
to income tax under section 135 of the
Taxes Act;
"Option Holder" means a person holding an Option;
"Option Holder's Employer" means, in relation to an Option Holder,
the Company or such Subsidiary of the
Company as is or, if the Option Holder
has ceased to be employed for any
Subsidiary, was the Option Holder's
employer or such other Subsidiary or
other person as, under the PAYE
Regulations or, as the case may be, the
NI Regulations, or any other statutory
or regulatory enactment is obliged to
account for any Option Tax Liability. In
the context of an Option Holder,
"Employer" shall be construed
accordingly;
"Option Price" means the subscription price for
a Share comprised in any Option which
shall be determined by the Directors
and, subject to Rule 10, shall be not
less than the higher of:
(a) the nominal value of a Share; or
(b) the Market Value of a Share;
"Option Tax Liability" in relation to an Option Holder, means
any liability of the Option Holder's
Employer to account to the United
Kingdom Inland Revenue for any amount
of, or representing, income tax or NICs
(which may, to the extent provided for
in Rule 11 (Option Holder to bear cost
of employer's NICs on Option Gains),
include Employer's NICs) on any Option
Gain;
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"Ordinary Share Capital" has the same meaning as in Section 832
of the Income and Corporation Taxes Act
1988;
"Participant" means any person to whom Options have
been granted under the Plan;
"PAYE Regulations" the regulations made under section 203
of the Taxes Act;
the "Plan" means the Futuremedia PLC 2005
Unapproved Share Option Plan established
by these Rules in its present form or as
from time to time amended in accordance
with the provisions hereof;
"Publicly Traded" means that Shares are regularly traded
in a public market or a recognised
investment exchange, or that a class of
shares is required to be registered
under Section 12 of the Exchange Act, or
that shares of that class have been sold
within the preceding 12 months in an
underwritten public offering;
"Remuneration means a committee of the board of
Committee" directors of the Company appointed for
(inter alia) the purpose of the
administration of the Plan and comprised
solely of non-executive Directors;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"Shares" means fully paid ordinary shares of
1(1)/9 pence each in the capital of the
Company;
"SIP" means the Futuremedia PLC Share
Incentive Plan 2005;
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"Subsidiary" means a company which is a subsidiary of
the Company within the meaning of
section 736 of the Companies Act 1985;
"Taxes Act" means the Income and Corporation Taxes
Act 1988.
1.2 In these Rules, unless the context otherwise requires words denoting the
singular number only shall include the plural number and words denoting
the masculine gender shall include the feminine gender.
2. Purpose and Participation
2.1 The purpose of the Plan is to provide Options to (a) employees, officers,
directors, consultants and advisors of the Company and its Subsidiaries,
and (b) any other person who is determined by the Directors (or a
committee thereof) to have made (or is expected to make) contributions to
the Company.
2.2 Subject to these Rules, the Remuneration Committee shall have absolute
discretion to recommend the grant of Options and determine the number of
Shares and other terms and conditions which Options shall be granted upon.
2.3 The Directors shall, on such dates as they shall determine, grant such
Options to such Participants as have been recommended to receive Options.
No person shall be entitled as of right to participate in the Plan.
2.4 The Directors shall grant Options by resolutions. The date of such
resolution shall be taken for all purposes of the Plan as the Date of
Grant in respect of the relevant Option unless otherwise determined by the
Directors. On the Date of Grant or as soon as practicable thereafter the
Directors shall issue to each such Participant an Option Certificate. No
payment to the Company shall be required on the grant of an Option. The
Option Certificate shall be in such form as the Directors shall from time
to time determine and shall specify the number of Shares comprised in the
Option, the Date of Grant, the Option Price, the date on which the Option
will lapse and, any exercise condition and may require the Option Holder
to agree to indemnify the Option Holder's Employer against any Option Tax
Liability.
2.5 Any Participant to whom an Option is granted may by notice given in
writing within 30 days after its Date of Grant renounce his rights
thereto, in which event such Option shall be deemed for all purposes never
to have been granted.
2.6 Each Option shall be personal to the Option Holder to whom it is granted
and other than a transfer to the Option Holder's personal representatives
on death shall not be transferable, assignable or chargeable. Any other
purported transfer, assignment, charge, disposal or dealing with the
rights and interests of the Option Holder under this Plan shall render the
Option void.
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3. Number of Shares Subject to Options
3.1 The number of Shares that may be the subject of awards under the Plan,
when aggregated with the number of Shares that may be issued under the EMI
Plan and the SIP, shall not exceed an aggregate of 10,000,000 Shares.
Shares subject to any Option that may no longer be exercised, expires
unexercised, or is reacquired, surrendered or terminated in accordance
with its terms or otherwise, shall no longer count towards the aggregate
number of Shares which have been the subject of Options issued hereunder,
and such number of Shares shall be subject to further Option grants under
the Plan.
4. Rights to Exercise Options
4.1 In recommending the grant of Options, the Remuneration Committee may
stipulate any conditions which shall apply to these Options and to their
exercise, including, but not limited to:
4.1.1 the date on which all or part of the Options all become exercisable;
and
4.1.2 the date on which an Option shall lapse,
and the conditions stipulated by the Remuneration Committee shall apply to
the Options granted in accordance with their recommendation.
4.2 Upon the death of an Option Holder any Option or Options held by him shall
notwithstanding any exercise conditions specified at the date the Option
is granted become and shall remain capable of exercise by his personal
representative(s) but subject to the provisions of Rule 5.
4.3 Notwithstanding any other provision of the Plan, exercise of any and all
Options shall be subject to prior approval of this Plan by the
shareholders of the Company (or any successor Plan in accordance with Rule
8.5, as applicable).
5. Lapse of Options
5.1 Insofar as it has not previously been exercised an Option shall lapse upon
the earliest of the following:
5.1.1 any date or dates of lapse specified at the time that the Option is
granted;
6
5.1.2 the expiry of six months from the date of actual termination of the
Option Holder's Employment or service as a Director, if applicable,
(unless otherwise provided in the Option Certificate relating to the
Option);
5.1.3 in the event of an Option Holder's death the expiry of twelve months
from the date of the Option Holder's death; or
5.1.4 the date on which an Option lapses pursuant to Rules 7 to 9.
6. Exercise of Options
6.1 Options may be exercised in whole or in part.
6.2 In order to exercise an Option in whole or in part, the Option Holder (or
as the case may be, his personal representative(s)) must deliver to the
Secretary of the Company a notice in writing specifying the number of
Shares in respect of which the Option is being exercised accompanied by
payment in full for those Shares in respect of which the Option is
exercised and evidence satisfactory to the Directors that such
arrangements have been made as the Directors may from time to time
reasonably require (and notify to Option Holders on request) to ensure
that any Option Tax Liability will be reimbursed to the person which has
accounted for such liability. Such notice shall take effect on the day it
is delivered and such day shall constitute, for all purposes, the date of
exercise of such Option. Such notice shall be given only in such form as
the Company may from time to time prescribe. In the event of an Option
being exercised in part only, the balance of the Option not thereby
exercised shall continue to be exercisable in accordance with Rule 4 and
the provisions of this Rule until such time as it shall lapse in
accordance with the provisions of Rule 5 and the Company shall issue to
the Option Holder a Balance Option Certificate in respect of that part of
his Option which the Option Holder had elected not to exercise. A Balance
Option Certificate shall state the remaining number of Shares over which
the Option remains capable of exercise and shall be in such form as the
Directors shall from time to time determine. The Option Certificate or any
Balance Option Certificate previously issued to the Option Holder shall
also be lodged with the Company on the exercise of any Option or any part
thereof.
6.3 As soon as practicable and in any event not less than thirty days after
receipt by the Company of such notice, Option Certificate or Balance
Option Certificate and payment, the Shares in respect of which the Option
has been exercised shall be issued by the Company upon definitive Share
Certificates.
6.4 If, under the terms of a resolution passed or an announcement made by the
Company prior to the date of exercise of an Option, a dividend is to be
paid or is proposed to be paid to the holders of Shares on the register of
members in respect of a record date prior to such date of exercise, the
Shares to be allotted upon such exercise will not rank for such dividend.
Subject as aforesaid, the Shares so to be allotted shall be identical and
rank pari passu in all respects with the fully paid shares of the same
class in issue on the date of such exercise.
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6.5 The Company has registered the Shares under the Exchange Act. Until the
Company registers the Shares issuable upon exercise of Options with the
United States Securities and Exchange Commission ("SEC") under the
Securities Act, the Shares issuable upon exercise of Options granted
pursuant to the Plan may be "restricted securities" within the meaning of
the Securities Act (or otherwise subject to restrictions on transfer under
the Securities Act) and, in which case, may not be publicly sold,
transferred or otherwise disposed of unless subsequently registered under
the Securities Act or unless an exemption from registration is then
available. Unless Shares issuable upon exercise of an Option have been
registered under the Securities Act, any certificates evidencing the
Shares (or ADSs representing Shares) will bear the following restrictive
legend:
The Shares represented by this Certificate have not
been registered under the United States Securities
Act of 1933, as amended ("Act"), or the securities
laws of any other jurisdiction, and may not be sold,
transferred, pledged, hypothecated or otherwise
disposed of in any manner unless they are registered
under such Act and the securities laws of any
applicable jurisdictions or unless exemptions from
such registration are available.
7. Take-overs, Reconstructions and Amalgamations
7.1 Subject to the provisions of Rule 7.2, if an offer is made to all
shareholders to acquire the whole or a majority of the issued Shares,
notice thereof shall be given by the Company to all Option Holders, and an
Option Holder or (as the case may be) his personal representatives(s)
shall at any time within six months of the offeror (together with any
person acting with him) obtaining Control of the Company be entitled to
exercise his Option in full (whether or not such Option would have
otherwise been fully vested at the time of such exercise but provided such
exercise is before the expiry of the date upon which the Option lapses in
accordance with the provisions of Rule 5). All Options remaining
unexercised at the expiry of the said period of six months shall lapse.
8
7.2 If, during the period of six months referred to in Rule 7.1 the offeror
becomes entitled to exercise the rights of compulsory acquisition of
Shares pursuant to sections 428-430 of the Companies Act 1985 (or any
statutory modification or re-enactment thereof) and gives notice in
writing to all Option Holders of its intention to exercise such rights as
regards all Shares issued pursuant to Options exercised prior to a
specified date (not being earlier than one month after the date of such
notice), Options shall remain exercisable in accordance with Rule 7.1
until the specified date subject always to the provisions of Rule 5 and
subject to such compulsory rights of acquisition in fact being exercised
in accordance with such notice. Options shall lapse at the specified date
to the extent that they have not then been exercised.
7.3 If under section 425 of the Companies Act 1985 the Court sanctions a
compromise or arrangement proposed for the purpose of or in connection
with a Plan for the reconstruction of the Company, or its amalgamation
with any other company or companies notice thereof shall be given by the
Company to all Option Holders and an Option Holder or (as the case may be)
his personal representative(s) shall at any time within six months of such
compromise or arrangement being sanctioned by the Court be entitled to
exercise his Option in full (whether or not such Option would have
otherwise been fully vested at the time of such exercise but provided that
it is before the date upon which the Option lapses in accordance with the
provisions of Rule 5). On expiry of the said period of six months Options
will lapse immediately.
8. Exchange of Options
8.1 If an Acquiring Company:
8.1.1 obtains Control of the Company as a result of making:
8.1.1.1 a general offer to acquire the whole of the issued share
capital of the Company which is made on a condition such that
if it is satisfied the person making the offer will have
Control of the Company; or
8.1.1.2 a general offer to acquire all the Shares; or
8.1.2 obtains Control of the Company in pursuance of a compromise or
arrangement sanctioned by the Court under section 425 of the
Companies Act 1985; or
8.1.3 becomes bound or entitled to acquire the Ordinary Shares under
sections 428 to 430 of the Companies Act 1985
any Option Holder may at any time within the appropriate period, by
agreement with the Acquiring Company, release each subsisting Option he
holds which has not lapsed in accordance with any other provisions of
these Rules ("the Old Option") in consideration of the grant to him of a
new Option ("the New Option") which complies with Rule 8.3.
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8.2 In Rule 8.1 above "the appropriate period" means:
8.2.1 in a case falling within sub-paragraph 8.1.1, the period of six
months beginning with the time when the person making the offer has
obtained Control of the Company and any condition subject to which
the offer is made is satisfied;
8.2.2 in a case falling within sub-paragraph 8.1.2, the period of six
months beginning with the time when the court sanctions the
compromise or arrangement; and
8.2.3 in a case falling within sub-paragraph 8.1.3, the period during
which the Acquiring Company remains bound or entitled as mentioned
in that paragraph.
8.3 The New Option must:
8.3.1 be over shares in the Acquiring Company, a company having Control
over the Acquiring Company or a Company which is or has Control of a
Company which is a member of a consortium owning either the
Acquiring Company or a Company having Control of the Acquiring
Company. Accordingly, with effect from the release of the Old Option
and in relation to the New Option in Rules 4 to 14 inclusive
references to "the Company" (including any such references which
occur in expressions which are defined in Rule 1 and used in these
Rules) shall be construed as if they were references to the
"Acquiring Company" and references in the Rules to "Shares" (with
the exception of Rule 2) shall be construed as if they were
references to shares in the Acquiring Company or, as the case may
be, such other company in respect of whose shares the New Option is
granted;
8.3.2 constitute the right to acquire such number of Shares as has on the
acquisition of the new Option an aggregate market value equal to the
aggregate market value of the Shares the subject of the Old Option
on its release (market value for this purpose being established as
provided in the definition of "Market Value" in Rule 1.1 with
substitution of a reference to "the date of acquisition and
disposal" for the reference to "the three dealing days preceding the
relevant Date of Grant");
10
8.3.3 have an Option Price such that the aggregate Option Price payable on
complete exercise equals the aggregate Option Price which would have
been payable on complete exercise of the Old Option; and
8.3.4 be otherwise identical in terms to the Old Option.
8.4 The New Option shall, for all other purposes of the Plan, be treated as
having been acquired at the same time as the Old Option in consideration
of the release of which it is granted.
8.5 Notwithstanding any other provision of the Plan, the Directors may, at any
time in their sole discretion and without the consent of any Option
Holder, by resolution determine that Options granted under the Plan shall
be governed by the rules of another option plan, in which case the Options
shall thereafter be governed by the rules of such other plan and the Plan
shall be deemed to be terminated; provided, however, that under no
circumstances shall any actions pursuant to this Rule 8.5 result in any
material adverse change in the benefits to any Option Holder under the
Plan or any Option.
9. Winding-Up
9.1 If an effective resolution of the Company in general meeting for the
voluntary winding-up of the Company is passed before the date upon which
an Option lapses in accordance with the provisions of Rule 5 such Option
shall thereupon become and shall remain capable of exercise for the period
of twenty-eight days after such resolution becomes effective (at the end
of which period all Options shall lapse immediately), provided that such
Option is so exercised before the date upon which it lapses in accordance
with the provisions of Rule 5. If such resolution is duly passed, Option
Holders who have previously exercised their Options (or who do so during
the said period of twenty-eight days) having duly delivered payment
therefore and having delivered their Option Certificate or Balance Option
Certificate shall be entitled to share in the assets of the Company but
all other Options shall lapse.
9.2 An Option shall lapse immediately in the event of the Company being
wound-up otherwise than in the event of a voluntary winding-up.
10. Adjustment of Options
10.1 Upon the occurrence of an Issue or Re-organisation, the maximum numbers of
shares, and/or the number or nominal value of shares comprised in each
Option and/or the Option Price thereunder may be adjusted in such manner
as the Directors (with the written confirmation of the Auditors that in
their opinion the adjustments proposed are fair and reasonable) may deem
appropriate. Notice of any such adjustments shall be given to the Option
Holders by the Directors who may at their discretion call in Option
Certificates or Balance Option Certificates for endorsement or
replacement.
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11. Option Holder to Bear Cost of Employer's NICs on Option Gains
11.1 In accepting the grant of an Option the Option Holder shall, if so
required by the Company, agree with the Company and any other company
which is a "secondary contributor" in respect of Employer's NICs payable
in respect of any Option Gain ("the Secondary Contributor") that:
11.1.1 the Secondary Contributor may recover from the Option Holder the
whole of any Employer's NICs; and
11.1.2 the Option Holder shall join with the Secondary Contributor in
making an election (in such terms and such form and subject to such
approval by the Inland Revenue as provided in paragraphs 3A and 3B
of Schedule 1 to the Social Security Contributions and Benefits Act
1992) for the whole of any liability of the Secondary Contributor to
Employer's NICs to be transferred to the Option Holder.
12. Option Holder's Tax Indemnity
12.1 The Company shall not be obliged to allot or transfer any Shares or any
interest in Shares pursuant to the exercise of an Option unless and until
the Option Holder has paid to the Option Holder's Employer such sum as is,
in the opinion of the Option Holder's Employer, sufficient to indemnify
the Option Holder's Employer in full against any Option Tax Liability or
the Option Holder has made such other arrangement as, in the opinion of
the Option Holder's Employer, will ensure that the full amount of any
Option Tax Liability will be recovered from the Option Holder within such
period as the Option Holder's Employer may then determine.
12.2 In the absence of any such other arrangement being made, the Company shall
have the right to retain, out of the aggregate number of Shares to which
an Option Holder would otherwise be entitled upon the exercise of an
Option, such number of Shares as, in the opinion of the Company, will
enable the Company to sell as agent for the Option Holder (at the best
price which can reasonably expect to be obtained at the time of sale) and
to pay over to the Option Holder's Employer sufficient moneys out of the
net proceeds of sale, after deduction of all fees commissions and expenses
incurred in relation to such sale, to satisfy the Option Holder's
liability under such indemnity.
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13. Expenses
13.1 Any expenses of the Company involved in any issue of Shares in the name of
any Option Holder or his personal representative(s) or nominee(s) shall be
payable by the Company.
14. Notices
14.1 Any notification or other notice in writing which the Company is required
to give, or may desire to give, to any Participant or Option Holder (or
his personal representative(s)) in pursuance of this Plan shall be
sufficiently given if delivered to him by hand or sent through the post in
prepaid cover addressed to the Participant or Option Holder (or his
personal representative(s)) at the last address known to the Company as
being his address. Any certificate, notification or other notice in
writing required to be given to the Company or the Secretary of the
Company shall be properly given if sent to or delivered to the Company at
its registered office. Any notification, certificate or other notices sent
by post shall be deemed delivered on the second working day following the
date of posting. All notices, documents, or certificates given by or to an
Participant or Option Holder (or his personal representative(s)) shall be
sent at his risk.
14.2 Option Holders (or their personal representative (s)) shall have made
available to them copies of all notices and other documents sent by the
Company to its holders of Shares generally.
15. General
15.1 The Directors shall at all times keep available for issue such authorised
and unissued Shares as may be required to meet the subsisting subscription
rights of Option Holders.
15.2 The decision of the Directors in any dispute or question relating to any
Option shall be final and conclusive, subject to the written confirmation
of the Auditors whenever required under the provisions of this Plan. The
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option in the manner and to the extent
they shall deem expedient to carry the Plan or any Option into effect and
the Directors shall be the sole and final judge of such expediency. All
decisions by the Directors shall be final and binding on all interested
persons. Neither the Company nor any Director shall be liable for any
action or determination relating to the Plan.
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15.3 Participation in this Plan by an Option Holder is a matter entirely
separate from any pension right or entitlement he may have and from his
terms or conditions of Employment and participation in this Plan shall in
no respects whatever affect in any way an Option Holder's pension rights
or entitlement or terms or conditions of Employment. In particular (but
without limiting the generality of the foregoing words) any Option Holder
who leaves Employment shall not be entitled to any compensation for any
loss of any right of benefit or prospective right or benefit under this
Plan which he might otherwise have enjoyed whether such compensation is
claimed by way of damages for wrongful dismissal or breach of contract or
by way of compensation for loss of office or otherwise howsoever.
16. Modifications and Alterations to the Plan and Options
16.1 Subject to requirements of applicable law and regulation (including
without limitation the shareholder approval requirements of the NASDAQ
Marketplace Rules or the rules of any other stock exchange on which the
securities of the Company may be listed), the Rules of this Plan may at
any time and in any respects be modified or altered by resolution of the
Directors.
16.2 The Directors may amend, modify or terminate any outstanding Option
including, but not limited to, substituting therefor another Option of the
same or a different type, changing the date of exercise or realisation,
provided that the Participant's consent to such action shall be required
unless the Directors determine that the action, taking into account any
related action, would not materially and adversely affect the Participant.
17. Term and Termination
17.1 The Plan shall become effective on the Date of Adoption. No Options shall
be granted under the Plan after the completion of ten years from the Date
of Adoption, but Options previously granted may extend beyond that date.
17.2 Subject to Rule 17.1, the Company in general meeting or the Directors may
at any time resolve to terminate this Plan in which event no further
Options shall be granted but the provisions of this Plan shall in relation
to Options then subsisting continue in full force and effect.
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SCHEDULE
The Futuremedia plc 2005 Unapproved Share Option Plan Option Certificate
Name of Optionholder:
------------------------------------------------
Address of Optionholder:
------------------------------------------------
------------------------------------------------
Date of Grant:
------------------------------------------------
Number of Shares:
------------------------------------------------
Exercise Price:
------------------------------------------------
------------------------------------------------
FUTUREMEDIA PLC HEREBY GRANTS to the Option holder named above an Option to
subscribe for a maximum of ordinary shares in the Company at a price
per share of p.
1. The Option is exercisable subject to and in accordance with the rules of
The Futuremedia 2005 Unapproved Share Option Plan as they are amended from
time to time.
2. It may not normally be exercised before the [insert vesting date]
anniversary of the Date of Grant and may not be exercised after the tenth
anniversary of the Date of Grant.
3. The following conditions also apply to your Option:
[INSERT ANY OTHER CONDITIONS, INCLUDING PERFORMANCE, CONTINUED EMPLOYMENT, ETC]
4. The Option is not transferable but may be exercised by your personal
representatives in the event of your death.
EXECUTED AS A DEED by FUTUREMEDIA PLC
acting by:
- ------------------------
Director
- ------------------------
Secretary/Director
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Form Of Acceptance Of Option
1. I HEREBY ACCEPT the Option granted to me over shares under The
Futuremedia plc 2005 Unapproved Share Option Plan on and agree to
accept and be bound by the rules of the Plan [and conditions as set out in
the Appendix to the Option Certificate].
2. [INCLUDE THIS IF EMPLOYER NIC TO BE TRANSFERRED TO OPTION HOLDER] I HEREBY
IRREVOCABLY ACCEPT AND AGREE with the Company AND UNDERTAKE to any other
company which is a "secondary contributor" in respect of Class I National
Insurance contributions ("NICs") payable in respect of any Option Gain
("the Secondary Contributor") that:
(a) the Secondary Contributor may recover from me the whole of any
Employer's NICs; and
(b) I shall join with the Secondary Contributor in making an election
(in such terms and such form and subject to such approval by the
Inland Revenue as provided in paragraphs 3A and 3B of Schedule 1 to
the Social Security Contributions and Benefits Act 1992) for the
transfer of the whole of any liability of the Secondary Contributor
to Employer's NICs to be transferred to me.
3. I HEREBY INDEMNIFY my Employer against any Option Tax Liability.
4. I understand and accept that the Company shall not be obliged to issue or
transfer or procure the transfer of any Shares to me upon the exercise of
my Option unless and until I have paid to my Employer such sum as is, in
the opinion of my Employer, sufficient to satisfy such indemnity mentioned
in paragraph 3 in full or I have made such other arrangement as, in the
opinion of my Employer, will ensure that the full amount of any Option Tax
Liability will be recovered from me within such period as my Employer
shall determine.
5. I understand that, in the absence of any such arrangement being made, the
Company shall have the right to retain, out of the aggregate number of
Shares to which I would otherwise be entitled upon the exercise of my
Option, such number of Shares as, in the opinion of the Company, will
enable the Company to sell as my agent (at the best price which can
reasonably be expected to be obtained at the time of sale) and to pay over
to my Employer sufficient moneys out of the net proceeds of sale, after
deduction of all fees commissions and expenses incurred in relation to
such sale, to satisfy my liability under such indemnity.
6. I HEREBY AUTHORISE my Employer and the Company to transfer to any such
other of those persons and any other person charged with responsibility
for the administration of the Plan any information about me which is
reasonably necessary to enable such other person to fulfil any duty or
other obligation which it may have pursuant to or in connection with the
Plan.
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Words and phrases used in this Form of Acceptance shall have the meanings given
in the rules of the Plan.
SIGNED and delivered AS A DEED by:
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(Optionholder's signature)
in the presence of:
Witness signature:
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Witness Name (print):
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Address:
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Occupation:
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Date
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THIS FORM MUST BE EXECUTED IN THE PRESENCE OF A WITNESS AND RETURNED TO |_| ON
OR BEFORE |_| (date) OTHERWISE THE OPTION WILL BE DEEMED TO HAVE LAPSED
17
Notice Of Exercise Of Option
To: Company Secretary, Futuremedia plc
(print registered address)
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I hereby exercise the Option referred to overleaf in respect of all/ * of
the shares over which the Option may be exercised, and request the allotment or
transfer to me of those shares in accordance with the rules of the Plan and the
Memorandum and Articles of Association of the Company.
I enclose a cheque made payable to Futuremedia plc in the sum of
(pound).......... being the aggregate Exercise Price of such shares.
Name (block letters)
Signature
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Address
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Date
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NOTES:
1) This form must be accompanied by payment of the Exercise Price for the
shares in respect of which the Option is exercised.
2) Where the Option is exercised by personal representatives, an office copy
of the Probate or Letters of Administration should accompany the form.
3) The Plan has not been approved by the Inland Revenue. Under current tax
rules a charge to income tax[and NICs will arise on the exercise of the
Option on any positive difference between the market value of the shares
at the date of exercise and the price paid for them ("the Option Tax
Liability"). It is a term of the Option that you will be required to enter
into arrangements satisfactory to the your Employer to ensure that any
such Option Tax Liability [(which shall, to the extent provided for in
rule [11] of the Plan and as permitted by law from time to time, include
Secondary Employer's NICs)], which cannot be collected from you under PAYE
will be recovered from you. The Company is entitled to withhold the issue
or transfer of shares until satisfactory arrangements have been made.
4) The Company does not undertake to advise you on the tax consequences of
exercising your Option. If you are unsure of the tax liabilities which may
arise, you should take appropriate professional advice before exercising
your Option.
18