Exhibit 10.2
NDS GROUP PLC
FORM OF FIXED CONDITIONAL AWARD AGREEMENT
By a deed dated [o] (the "Deed"), NDS Group plc (the "Company") granted on that
date a conditional award (the "Conditional Award") over American Depositary
Receipts ("ADRs") (each ADR representing one series A ordinary share, par value
US$0.01 per share of the Company ("Series A Ordinary Share")) to the individual
named below as the participant. The number of ADRs over which this Conditional
Award has been granted is set out in Section 1 ("ADRs subject to your
Conditional Award") below. Details of the vesting of this Conditional Award are
set out in Section 2 ("Vesting of your Conditional Award") below. The terms and
conditions of this Conditional Award are set out in this Fixed Conditional Award
Agreement (the "Agreement") and in the NDS 2006 Long-Term Incentive Plan,
including any applicable sub-plan (the "Plan"). Capitalized terms used below and
not otherwise defined in this Agreement have the meanings assigned to them in
the Plan.
Date of Grant: [o]
Name of participant: [o]
If for any reason you do not wish to receive the Conditional Award you are
able to disclaim it by contacting [o] at [o]. If you do not disclaim your
Conditional Award you will be taken to have accepted it, and therefore will be
bound by all of the terms and conditions of your Conditional Award as set forth
in this Agreement and the rules of the Plan in relation to it. You acknowledge
that you have carefully reviewed the Plan and this Agreement and agree that in
the event of any conflict between the rules of the Plan and the terms and
conditions as set out in this Agreement, the rules of the Plan shall prevail.
This is not a stock certificate or a negotiable instrument.
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Signed for and on behalf of NDS Group plc
SECTION 1 - ADRs SUBJECT TO YOUR CONDITIONAL AWARD
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Your Conditional Award is granted over [o] ADRs.
SECTION 2 - VESTING OF YOUR CONDITIONAL AWARD
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The Conditional Award will vest, subject to your continued employment with the
Company, the rules of the Plan and the additional terms and conditions set out
below, as follows:
[o]
Each such date is referred to as a "Vesting Date".
ADDITIONAL TERMS AND CONDITIONS OF YOUR CONDITIONAL AWARD
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Additional terms and conditions of this Conditional Award are set out below and
in the Plan (which is incorporated by reference).
Cessation of Employment This Conditional Award is awarded to you on
the condition that you remain employed by the
Company, any Participating Company or any
Associated Company. If you cease to be in
Employment for any reason after the date of
grant and before any Vesting Date, then any
unvested portion of your Conditional Award
will lapse and be forfeited immediately
unless the Board of Directors of the Company
(the "Board") determines otherwise.
Delivery of American Depositary Settlement of any vested portion of your
Receipts vested Conditional Award shall be in the form
of ADRs where each ADR represents one Series
A Ordinary Share. As soon as is reasonably
practical following each Vesting Date (but in
any event within 30 days of each Vesting
Date), you will be entitled to receive that
number of ADRs over which your Conditional
Award has vested. The ADRs payable under your
Conditional Award shall be evidenced in such
manner as deemed appropriate at the
discretion of the Board.
Withholding Taxes You agree, as a condition of this Conditional
Award, that you will make acceptable
arrangements to pay any withholding or other
taxes or social security contributions due as
a result of the grant or vesting of any
portion of your Conditional Award or your
acquisition of ADRs relating to your
Conditional Award. In the event that the
Company, any Participating Company or any
Associated Company determines that any
applicable federal, state, local or foreign
tax, withholding payment or social security
contribution is required relating to your
Conditional Award, the Company, such
Participating Company or such Associated
Company will have the right to: (i) require
that you arrange to make such payments to the
Company, such Participating Company or such
Associated Company, (ii) withhold such
amounts from other payments due to you from
the Company, such Participating Company or
such Associated Company or (iii) allow for
the surrender of that number of ADRs granted
to you pursuant to the Deed with a value
equal to the withholding or other taxes due
(for this purpose, surrendered ADRs will be
valued using the closing price of the ADR on
the NASDAQ Stock Market on the trading date
immediately prior to the Vesting Date or such
other mechanism as determined by your
relevant tax authority).
Retention and Other Rights The grant of this Conditional Award does not
give you the right to be retained or employed
by the Company, any Participating Company or
any Associated Company in any capacity. You
waive all and any rights to any compensation
or damages in relation to your Conditional
Award or under the Plan in consequence of the
termination of your office or Employment with
the Company, any Participating Company or any
Associated Company for any reason (including
unlawful termination of employment). The
grant of this Conditional Award is made on a
fully discretionary basis by the Company and
is a non-recurring benefit which does not
give you any right to participate in any
future grants of share incentive awards. The
terms and conditions of this Conditional
Award are only applicable to the Conditional
Award granted pursuant to the Deed. In
addition, this Conditional Award and the ADRs
that may be issued to you under this
Conditional Award are not and shall not be
deemed a salary for any purpose whatsoever,
including in connection with calculating
severance compensation or pension entitlement
under any applicable law.
Shareholder Rights You, or your estate or heirs, do not have any
of the rights of a shareholder of the
Company, including, without limitation, the
right to vote or to receive any dividends
declared or paid on the Series A Ordinary
Shares with respect to the Conditional Award,
unless and until ADRs have been issued to
you.
Transferability Your Conditional Award, and any ADRs awarded
but not vested, may not be transferred,
assigned or pledged, whether by operation of
law or otherwise.
Adjustments In the event of a stock split or a similar
change in the Company's shares, the number of
ADRs covered by this Conditional Award will
be adjusted (and rounded down to the nearest
whole number) in accordance with the terms of
the Plan.
Applicable Sub-Plan Under the terms of the Plan, the Company can
adopt additional sections of the rules of the
Plan applicable in any jurisdiction under
which the Conditional Awards may be subject
to additional and/or modified terms and
conditions, having regard to any securities,
exchange control taxation or other applicable
laws which may apply to you or the Company.
If applicable, please review the information
in the applicable sub-plan and/or prospectus
in conjunction with this Agreement.
Data Privacy In order to administer the Plan, the Company
may process personal data about you. Such
data includes, but is not limited to, the
information provided in this Agreement or
other appropriate personal and financial data
about you, such as home address, business
addresses and other contact information,
payroll information and any other information
that might be deemed appropriate by the
Company to facilitate the administration of
the Plan. By accepting this Conditional
Award, you consent to the collection,
processing, transmission (including to
countries or territories outside the European
Economic Area) and storage by the Company of
any such personal data which is necessary for
operating and administering the Plan.
Consent to Electronic Delivery The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this
Conditional Award you agree that the Company
may deliver any notices or other
communications in connection with the Plan to
you in an electronic format. If at any time
you would prefer to receive paper copies of
these documents, as you are entitled to
receive, NDS would be pleased to provide
paper copies. Please contact [o] or send an
email to [o] to request paper copies of these
documents.
The Plan The text of the Plan is incorporated by
reference in this Agreement. This Agreement
and the Plan constitute the entire
understanding between you and the Company
regarding this Conditional Award. Any prior
agreements, commitments or negotiations
concerning this Conditional Award are
superseded. This Agreement should be read in
conjunction with the Plan. In the event of
any conflict between the rules of the Plan
and the terms and conditions as set out in
this Agreement, the rules of the Plan shall
prevail.
Confidentiality You acknowledge that you have read and
understand the Company's policies on
confidentiality as set forth in the News
Corporation Standards of Business Conduct
(which is applicable to employees of the
Company) and the NDS Group plc Insider
Trading and Confidentiality Policy
(collectively, the "Confidentiality
Policies") and hereby agree that during the
course of your Employment and any time after
your Employment is terminated, you will
continue to abide by the terms of the
Confidentiality Policies, including with
respect to any materials or information you
receive in connection with your Conditional
Award. The Board may, in its sole discretion,
determine that any breach of the
Confidentiality Policies will cause any
unvested portion of your Conditional Award to
lapse.
Acknowledgement Form By accepting this Conditional Award, you agree
to execute and complete the Acknowledgement
Form attached at the end of this Agreement
and return it to the Company in a timely
manner and, in any event, no later than the
deadline set forth in the Acknowledgement
Form. If you do not return a properly
executed and completed Acknowledgement Form
to the Company prior to the first Vesting
Date, the Company reserves the right to
withhold delivery of the ADRs until such
properly executed and completed
Acknowledgement Form is submitted to the
Company.
Severability The invalidity or non-enforceability of one of
more provisions contained in this Agreement
will not affect the validity or
enforceability of the other provisions
contained in this Agreement.
Governing Law The Plan, the Deed and this Agreement are
governed by and construed in accordance with
the law of England, and you will submit to
the jurisdiction of the English courts in
relation to anything arising under the Plan
and / or in relation to your Conditional
Award. The Board may determine that the law
of another jurisdiction will apply to the
operation of the Plan outside the United
Kingdom.