EXHIBIT 10.21
CLICKSOFTWARE TECHNOLOGIES LTD.
APPENDIX A - UNITED KINGDOM
TO THE AMENDED AND RESTATED 2000 SHARE OPTION PLAN
1. GENERAL
1.1. This UK Unapproved Appendix ("the Appendix") shall apply only to
UK Optionees. The provisions specified hereunder shall form an
integral part of the Amended and Restated 2000 Share Option Plan
("the Plan"), which applies to the issuance of Options to
purchase Shares of ClickSoftware Technologies Ltd. ("the
Company"). According to the Plan, Options to purchase the Shares
of the Company shall be issued to employees, directors,
consultants, advisors and service providers of the Company and
its Subsidiaries.
1.2. This Appendix applies only in respect of Options granted to UK
Optionees that are not Approved Options for UK tax purposes.
These Sections are to be read as a continuation of the Plan and
only modify Options granted under this Appendix to UK Optionees.
For the avoidance of doubt, these Sections do not add to or
modify the Plan in respect of any other category of Optionees.
Any Options granted under the provisions of this Appendix shall
be Unapproved Options.
1.3. The Plan and this Appendix are complimentary to each other and
shall be deemed as one. In any case of contradiction, whether
explicit or implied, between the provisions of this Appendix and
the Plan, the provisions set out in the Appendix shall prevail
in respect solely of Unapproved Options granted to UK Optionees.
1.4. The Board has adopted the Appendix in accordance with Section 15
of the Plan.
2. DEFINITIONS
Any term not specifically defined below shall be construed according to
the interpretation given to it in the Plan:
"Approved Options" Means options granted under a scheme, other
than a savings-related share option scheme,
which is drawn up in accordance with
Schedule 4 of the Act, and which has received
formal approval from the UK Inland Revenue;
"Group Company" Means the Company or one of its Subsidiaries
as defined in the Plan;
"PAYE Liability" means the amount (if any) of:
(a) income tax payable by deduction under
Part 11 of the Act; (b) primary Class 1
National Insurance contributions ("NIC");
or any other similar taxes or duties,
which the Company (or the UK Optionee's
employing company) would be required to
account for to the Inland Revenue or other
taxation authority if a UK Optionee exercised
an Option;
"Secondary National Means all or such part (as may from time to
Insurance time be agreed in writing between the
Contributions" Company and the UK Optionee) of any secondary
Class 1 NIC payable in respect of any gain
which is treated as remuneration derived from
the UK Optionee's employment for NIC purposes
by virtue of Section 4(4)(a) of the Social
Security and Contributions Benefits Act 1992;
"The Act" Means the Income Tax (Earnings and Pensions)
Act 2003;
"UK Optionee" Means a UK Resident employee who receives an
Unapproved Option under this Appendix;
"Unapproved Options" Means an Option granted under this Appendix;
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"Unapproved Option Means the share option agreement between the
Agreement" Company and a UK Optionee that evidences and
sets out the terms and conditions of an
Unapproved Option.
3. ISSUANCE OF OPTIONS
The Company shall grant Unapproved Options, as shall be determined by
the sole discretion of the Board.
4. THE OPTIONS
The terms and conditions upon which the Unapproved Options shall be
issued and exercised, including the vesting dates and exercise price,
shall be as specified in the Unapproved Option Agreement to be executed
pursuant to the Plan and to this Appendix.
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5. EXERCISE OF OPTIONS
5.1 Unapproved Options shall be exercised by the UK Optionee by
giving a written or electronic notice of exercise to the
Company, in such form and method as may be determined by the
Company, which exercise shall be effective upon receipt of such
notice and the exercise price by the Company at its principal
office. The notice shall specify the number of Shares with
respect to which the Unapproved Option is being exercised.
5.2 In the event that any PAYE Liability becomes due on the exercise
of an Option, the Option may not be exercised unless:
5.2.1 the Company (or the UK Optionee's employing company) is able to
deduct an amount equal to the whole of the PAYE Liability from
the UK Optionee's net pay for the next pay period; or
5.2.2 the UK Optionee has paid to the Company (or the UK Optionee's
employing company)an amount equal to the PAYE Liability; or
5.2.3 the sum of the amount that the UK Optionee has paid to the
Company (or the UK Optionee's employing company) in respect of
the Company's (or the UK Optionee's employing company's)
obligation to satisfy the PAYE Liability and the total amount
that the Company (or the UK Optionee's employing company) is
able to deduct from the UK Optionee's net pay for the next pay
period is equal to or more than the PAYE Liability; or
5.2.4 the UK Optionee has given irrevocable instructions to the
Company's brokers (or any other person acceptable to the
Company) for the sale of sufficient shares acquired on the
exercise of the Option to realise an amount equal to the PAYE
Liability and the payment of the PAYE Liability to the Company
(or the UK Optionee's employing company); or
5.2.5 the Board determines otherwise.
5.3 The UK Optionee authorizes the Company or any Subsidiary of the Company
as the case may be to make or procure any further adjustments through
payroll to ensure that the correct amount is accounted for to the
employing company in respect of any PAYE liability arising as a result
of the exercise of the Unapproved Option.
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6. TERMS AND CONDITIONS OF THE OPTIONS
The Company may grant an Unapproved Option subject to the condition that
the UK Optionee shall meet the Company's (or the UK Optionee's employing
company's) Secondary National Insurance Contributions due on the
exercise, cancellation or release of the Option. The UK Optionee may be
required, if requested by the Company at any time before the exercise,
cancellation or release of the Option, to enter into an election to
transfer liability for such National Insurance Contributions in a form
approved by the UK Inland Revenue and acceptable to the Company and to
enter into such arrangements as may be approved by the UK Inland Revenue
in relation to the election in order to secure that the transfer of the
liability be met.
7. NO RIGHTS TO EMPLOYMENT
Notwithstanding any other provision of the Plan:
7.1 this Appendix shall not form part of any contract of employment
between the Company or any of its Subsidiaries and any employee
of any such company and the rights and obligations of any
individual under the terms of his office or employment with the
Company or any of its Subsidiaries shall not be affected by his
participation in the Plan and this Appendix or any right which
he may have to participate in it and the Plan and this Appendix
shall afford such an individual no additional rights to
compensation or damages in consequence of the termination of
such office or employment for any reason whatsoever, including
if such termination of employment was lawful or unlawful;
7.2 no UK Optionee shall be entitled to any compensation or damages
for any loss or potential loss which he may suffer by reason of
being unable to exercise an Option in consequence of the loss or
termination of his office or employment with the Company or its
subsidiaries for any reason whatsoever, including if such
termination of employment was lawful or unlawful; and
7.3 the Plan and this Appendix shall not confer on any person any
legal or equitable rights (other than those constituting the
Options themselves) against the Company or any of its
Subsidiaries directly or indirectly, or give rise to any cause
of action at law or in equity against the Company or any of its
Subsidiaries.
8. ASSIGNABILITY AND SALE OF OPTIONS
Notwithstanding any other provision of the Plan and in addition to
Section 11 of the Plan, no Unapproved Option, purchasable hereunder,
whether fully paid or not, shall be assignable,
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transferable or given as collateral or any right with respect to them
given to any third party whatsoever, other than by will or by laws of
descent and distribution, and during the lifetime of the UK Optionee,
each and all of such UK Optionee's rights to purchase Shares hereunder
shall be exercisable only by the Optionee.
Any such action made directly or indirectly, for an immediate validation
or for a future one, shall be void.
9. TAX CONSEQUENCES
Any tax consequences and/or liability arising as a result of an election
made pursuant to section 6 above and/or arising from the grant or
exercise of any Unapproved Option, from the payment for Shares covered
thereby or from any other event or act (of the Company, and/or its
Subsidiaries or the Optionee), hereunder, shall be borne solely by the
UK Optionee. The Company and/or its Subsidiaries, shall withhold taxes
according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the UK
Optionee shall agree to indemnify the Company and/or its Subsidiaries
and hold them harmless against and from any and all liability for any
such tax or interest or penalty thereon, including without limitation,
liabilities relating to the necessity to withhold, or to have withheld,
any such tax from any payment made to the UK Optionee.
The Company shall not be required to release any Share certificate to a
UK Optionee until all required payments have been fully made.
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