EXHIBIT 10.22
CLICKSOFTWARE TECHNOLOGIES,
LTD
RULES OF
APPROVED EXECUTIVE
SHARE OPTION SUB-SCHEME
FOR EMPLOYEES OF
CLICKSERVICE SOFTWARE EUROPE LTD
APPROVED BY THE BOARD
OF INLAND REVENUE ON
1 OCTOBER 2001 UNDER
REFERENCE X 20701/IDA
as amended by the Board on 21 January 2004 and such
amendments approved by the Board of the Inland
Revenue on [ ]
BIRD & Bird
90 Fetter Lane
London EC4A 1JP
Tel: 0171 415 6000
Fax: 0171 415 6111
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CLICKSOFTWARE TECHNOLOGIES, LTD
APPROVED SHARE OPTION SCHEME RULES
1. DEFINITIONS
1.1 In these Rules of the Scheme the following words and expressions shall
have the following meanings:
"ADOPTION DATE" means the date on which the Scheme is adopted by the
Company;
"APPROVED SCHEME" means a share option scheme approved under Schedule 9
of the Taxes Act or Schedule 4;
"ARTICLES" means the Articles of Association of the Company from time to
time in force;
"ASSOCIATED COMPANY" has the same meaning as in Section 416 of the Taxes
Act;
"AUDITORS" means the auditors for the time being of the Company;
"BOARD" means the board of directors from time to time of the Company or
a duly authorised committee thereof appointed in accordance with Rule
11.2;
"CLOSE COMPANY" has the same meaning as in Chapter I of Part XI of the
Taxes Act SAVE THAT for the purposes of determining whether a company is
a close company for the purposes of this Scheme, sections 414(1)(a) and
415 of that Act shall be disregarded;
"COMPANY" means ClickSoftware Technologies, Ltd;
"CONTROL" means control as defined in Section 840 of the Taxes Act 1988;
"DATE OF GRANT" means the date on which the Option is granted;
"DEALING DAY" means a day on which NASDAQis open for business;
"ELIGIBLE PERSON" means:
(a) an employee who is a director of any member of the Group and
required under his contract of employment to work for not less
than 25 hours per week (excluding meal breaks) disregarding
holiday entitlement; or
(b) any other employee of any member of the Group;
"EMPLOYING COMPANY" means Clicksoftware Europe Limited or such other
company within the Group that employs the Participant;
"EXERCISE PRICE" means, in relation to an Option, the price per Share
payable on the exercise of that Option;
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"GROUP" means the Company and all of the Subsidiaries and "member of the
Group" shall be construed accordingly;
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 (as
amended from time to time);
"MARKET VALUE" means in relation to a Share on a given date:
(a) the market value of such Share on that date as determined in
accordance with Part VIII of the Taxation of Chargeable Gains
Act 1992 and agreed in advance with the Shares Valuation
Division of the Inland Revenue; or
(b) in the event that Shares are admitted to trading on NASDAQ an
amount which is equal to the closing price of such Share as
derived from the Dealing Day immediately preceding that date
subject to such a method of valuation being agreed by the Shares
Valuation Division of the Inland Revenue;
"MATERIAL INTEREST" has the meaning given in paragraph 10 of Schedule 4;
"OPERATIVE PERIOD" means the period of ten years commencing on the
Adoption Date;
"OPTION" means a right to acquire Shares under the Scheme;
"PARTICIPANT" means an Eligible Person who has been granted an Option;
"PAYE LIABILITY" means
(a) income tax payable by deduction under Part 11 of ITEPA;
(b) primary Class 1 National Insurance Contributions;
(c) all or such part (as may from time to time be agreed in writing
between the Participant and his Employing Company) of any
secondary Class 1 National Insurance Contributions ("NIC")
payable in respect of any gain which is treated as remuneration
derived from the Participant's employment for NIC purposes by
virtue of Section 4(4)(a) of the Social Security Contributions
and Benefits Act 1992 (as amended); or
(d) any other similar taxes or duties,
which the Employing Company would be required to account for to the
Inland Revenue or other taxation authorities if a Participant exercised
an Option
"RULES" means the rules of the Scheme contained in this document and
"RULE" shall be construed accordingly;
"SCHEDULE 4" means Schedule 4 to the ITEPA;
"THE SCHEME" means the scheme contained in this document as from time to
time amended in accordance with the provisions hereof;
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"SHARES" means Ordinary Shares of NIS 0.02 each in the capital of the
Company as defined in the Company's Articles of Association which
satisfy the provisions of paragraphs 16 to 20 (inclusive) of Schedule 4
and "Share" shall be construed accordingly;
"SUBSIDIARY" means a company which is a subsidiary of the Company within
the meaning of Section 736 of the Companies Act 1985 and which is under
the Control of the Company;
"SUBSISTING OPTION" means an option granted under this Scheme or the
Unapproved Scheme which has not lapsed or been exercised;
"TAXES ACT" means the Income and Corporation Taxes Act 1988;
"TERMINATION FOR CAUSE" means in relation to a Participant, termination
of the Participant's employment with any member of the Group in
circumstances giving rise to summary dismissal;
"UNAPPROVED SCHEME" means the unapproved executive share option scheme
adopted by the Company on 21 March 2000 and the UK Appendix to the 2000
Amended and Restated 2000 Share Option Plan, as now in effect or as
hereafter amended;
"VESTING DATES" means, as determined by the Board, the date as of which
the Participant shall be entitled to exercise the Options or part of the
Options, as set forth in Rule 7.2 of the Scheme; and
"AMENDED AND RESTATED 2000 SHARE PLAN" means the Amended and Restated
2000 Share Plan adopted by the Company on 6 September 2001 as now in
effect or as hereafter amended.
1.2 In these Rules the expression "holding company" and "subsidiary" have
the same meanings as those contained in Section 736 of the Companies Act
1985.
1.3 The Rules of the Scheme and their definitions are separate from the
rules of the 2000 Stock Plan and the terms of the 2000 Stock Plan shall
have no effect in relation to the interpretation and implementation of
the Scheme.
1.4 Any reference in these Rules to a statutory provision shall include a
reference to that provision as amended or re-enacted from time to time
and any subordinate legislation, orders or regulations made pursuant
thereto. Where the context permits the singular shall include the plural
and vice versa and the masculine gender shall include the feminine.
2. ELIGIBILITY
2.1 Subject to the following provisions of this Rule 2, the Board shall have
an absolute discretion as to the selection of persons to whom an Option
is granted by the Company.
2.2 An Option shall not be granted to any person unless he is an Eligible
Person.
2.3 An Option shall be personal to the Participant to whom it is granted and
may not be transferred to or exercised by any other person other than
his personal representatives.
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2.4 An Option shall not be granted to any person at any time when he has or
has within the preceding 12 months had, a Material Interest in a Close
Company being either the Company or a company which has Control of the
Company or is a member of a consortium which owns such a company.
3. GRANT OF OPTIONS
3.1 An Option may, subject to Rule 2, be granted to a Participant at such
times and on such terms in accordance with these Rules as the Board
shall in its absolute discretion determine.
3.2 No Option may be granted after the expiry of the Operative Period.
3.3 As soon as practicable after the grant of an Option to a Participant by
the Board pursuant to Rule 3.1, the Company shall issue to him, or
procure the issue to him of an option certificate. The option
certificate shall be issued under seal or in such manner as shall take
effect as a deed of the Company. The option certificate shall be in the
form determined by the Board from time to time (subject to the approval
of the Inland Revenue), including in an electronic form, and shall
state:
(a) the Date of Grant of the Option;
(b) the number of Shares in respect of which the Option is granted;
(c) the Exercise Price;
(d) the date(s) on which the Option may be exercised and the extent
to which the Option may be exercised on any such date;
(e) any performance-related conditions imposed pursuant to Rule 8 to
which the Option is subject;
(f) any variation to the Vesting Commencement Date, if appropriate;
(g) that the Participant agrees to indemnify each member of the
Group in respect of any tax liability arising in respect of the
exercise of an Option (to the extent permitted by law),
and is otherwise in such form as the Board may from time to time
determine.
3.4 A Participant shall be entitled to renounce, surrender or cancel, or
agree to the cancellation of, an Option within the period of 30 days
immediately following the date of grant and if any Option is so
renounced, surrendered or cancelled it shall be deemed for the purposes
of this Scheme never to have been granted.
3.5 An Option shall not be granted by any person other than the Company
without the prior approval of the Board.
4. EXERCISE PRICE
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The Exercise Price shall be determined by the Board but shall be not
less than the greater of the Market Value of Shares at the date of grant
and the nominal value of a Share.
5. EXERCISE OF OPTIONS
5.1 NOTICE OF EXERCISE
An Option shall only be exercised by a Participant within such period as
may be applicable by virtue of the terms on which the Option was granted
and the provisions of Rules 7 and 8 below and subject thereto the
exercise shall be effected in such form and manner as the Board may from
time to time prescribe, including in an electronic form. In the absence
of the Board prescribing to the contrary a Participant shall exercise an
Option by his giving to the Company at its registered office prior
notice in writing signed by the Participant, which notice shall specify
the number of Shares (which shall be a multiple of 100 or be equal to
the balance of the Shares remaining subject to the Option) in respect of
which the Option is being exercised and shall be accompanied both by
payment in full of the aggregate Exercise Price for the Shares in
respect of which the Option is exercised and the option certificate
evidencing the grant of the relevant Option for cancellation or
amendment. The date of receipt of such notice shall (in the absence of
the Board prescribing otherwise in the option certificate) be deemed to
be the date of exercise of the Option or of the relevant portion of the
Option, as the case may be.
5.2 ALLOTMENT
The Company shall enter the Participant in the Company's register of
members as the holder of the appropriate number of Shares within thirty
days after the date of exercise of the Option (the date of such entry
being, for the purposes of Rule 5.3 below, the "DATE OF ALLOTMENT") and
(provided that the Company issues share certificates) the Company shall
deliver to the Participant a definitive share certificate in respect
thereof.
5.3 RIGHTS OF SHARES
Any Shares issued pursuant to Rule 5.2 above shall rank pari passu in
all respects and form a uniform class with the Shares in issue on the
date of allotment save that they shall not rank for or be entitled to
any dividend or other distribution or any issue of Shares by way of
capitalization of profits or reserves or any issue of securities by way
of rights which under the terms of a resolution passed by the Company is
to be or is proposed to be paid or made to the holders of Shares on the
register on a date prior to the date of allotment. The Shares shall be
issued subject to the Articles.
5.4 LISTING
The Company shall at its expense make application to the NASDAQ for the
admission to trading on NASDAQ of all Shares allotted pursuant to the
exercise of any Option if Shares are then traded on NASDAQ.
5.5 CONDITION PRECEDENT
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5.5.1 In the event that any PAYE Liability becomes due on the exercise of an
Option, the Option may not be exercised unless:
5.5.1.1 the Employing Company is able to deduct an amount equal to the
whole of the PAYE Liability from the Participant's net pay for
the next pay period; or
5.5.1.2 the Participant has paid to the Employing Company an amount
equal to the PAYE Liability; or
5.5.1.3 the sum of the amount that the Participant has paid to the
Employing Company in respect of the Employing Company's
obligation to satisfy the PAYE Liability and the total amount
that the Employing Company is able to deduct from the
Participant's net pay for the next pay period is equal to or
more than the PAYE Liability; or
5.5.1.4 the Participant 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 an Option to realize an amount equal to the PAYE
Liability and the payment of the PAYE Liability to the
Employing Company; or
5.5.1.5 the Board determines otherwise.
5.5.2 An Option maybe granted subject to there being a condition that on
exercise the Participant shall meet the Employing Company's Secondary
Class 1 National Insurance Contributions due on the exercise
cancellation or release of an Option. For this purpose, the Participant
maybe required, if requested by the Employing Company at any time before
the exercise of the Option, to enter into an election to transfer
liability for such Secondary Class 1 National Insurance Contributions in
a form approved by the Inland Revenue and acceptable to the Employing
Company and to enter into such arrangements as may be approved by the
Inland Revenue in order to secure that the payment of such liabilities
is made on a timely basis.
6. LIMITATIONS ON GRANTS
6.1 No options shall be granted pursuant to Rule 3 if such grant would
result in the aggregate of:
(a) the number of shares over which subsisting Options have been
granted under the Unapproved Scheme after 21 March 2000, this
Scheme and the Amended and Restated 2000 Share Plan, and any
other share option plans which have previously been, or may in
the future be, adopted by the Company; and
(b) the number of shares which have been issued on the exercise of
Options granted under the Unapproved Scheme after 21 March 2000,
this Scheme and the Amended and Restated 2000 Share Plan, and
any other share option plans which have previously been, or may
in the future be, adopted by the Company;
exceeding 3,400,000 shares.
6.2 INDIVIDUAL LIMITS
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6.2.1 The number of Shares over which the Board may grant an Option to an
Eligible Person on any date shall be limited so that the aggregate
Market Value of those Shares and any other shares which may be acquired
in respect of options previously granted to him under the Scheme and any
other Approved Scheme, not being a savings related share option scheme,
and established by the Company or any Associated Company of the Company
does not exceed (pound)30,000 or such other amount as shall from time to
time be specified in paragraph 6.1 of Schedule 4. For the purposes of
this Rule the Market Value of a Share shall be calculated as at the time
the option in respect of that Share was granted or such earlier time as
may have been agreed in writing with the Board of Inland Revenue.
7. TIME FOR EXERCISE OF OPTIONS
7.1 Notwithstanding the provisions of this Rule 7 the Option may not be
exercised at any time when the Participant has a Material Interest with
the Company.
7.2 Subject to the other provisions of Rule 5, this Rule 7 and Rule 8, the
Option may not be exercised prior to such date or dates as provided in
the Participant's option certificate ("the Vesting Dates") and to the
extent stated in the Participant's option certificate.
7.3 If a Participant shall cease to be an Eligible Person by reason of
circumstances giving rise to Termination for Cause the Option shall
lapse and become of no effect.
7.4 If a Participant shall cease to be an Eligible Person otherwise than by
reason of circumstances giving rise to Termination for Cause, the
Participant (or his successors) may, subject to Rule 7.2 and Rule 8,
exercise his Option to the extent not previously exercised by the
Participant within two months of such cessation and to the extent not
exercised after the end of that period the Option shall lapse and become
of no effect.
7.5 For the purposes of this Rule 7 where a Participant's employment is
terminated without notice he shall cease to be an Eligible Person on the
date on which the termination takes effect and where the employment is
terminated with notice he shall cease to be an Eligible Person on the
date on which such notice is given.
8. PERFORMANCE-RELATED CONDITIONS OF EXERCISE
8.1 The exercise of an Option shall be conditional upon the performance of
the Company and, if the Board so determines, upon the performance of a
Subsidiary and/or the Participant over such period and measured against
such objective criteria as shall be determined by the Board and notified
to the Participant when the Option is granted. If no such objective
criteria are notified to the Participant when the Option is granted,
this Rule 8 shall not apply in relation to the Option.
8.2 Any such condition may provide that the Option shall become vested in
respect of a given number or proportion of the Shares over which it
subsists according to whether, and the extent to which, any given
performance target is met or exceeded.
8.3 After an Option has been granted the Board may, in appropriate
circumstances, amend any performance-related condition of exercise of an
option PROVIDED THAT no such
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amendment shall be made unless an event has occurred or events have
occurred in consequence of which the Board reasonably considers, having
due regard to the interests of the shareholders of the Company, that the
terms of the existing performance-related condition(s) of exercise of
the Option should be so varied for the purposes of ensuring that either
the objective criteria against which the performance of the Company
and/or any Subsidiary and/or the Participant will then be measured will
be a fairer measure of such performance or that any amended performance
condition will afford a more effective incentive to the Participant and
will be no more difficult to satisfy than were the original condition(s)
when first set.
8.4 If, in consequence of a performance condition being met, an Option
becomes vested in respect of some but not all of the number of Shares
over which it subsists it shall thereupon lapse and cease to be
exercisable in respect of the balance of the Shares over which it was
held.
9. VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY
9.1 VARIATION OF CAPITAL
If at any time after the date of grant of an Option and before it ceases
to be exercisable there is a variation of the share capital of the
Company which involves the Shares by reason of:
9.1.1 a capitalization of reserves; or
9.1.2 a reduction, sub-division, or consolidation of capital,
the Exercise Price and/or the number of Shares in respect of which the
Option may be exercised shall be adjusted at the discretion of the Board
to such extent and in such manner as the Auditors shall in their opinion
consider confirm in writing to the Board to be fair and reasonable, but
so that the aggregate Exercise Price payable on the exercise of an
Option previously granted under these Rules shall not be increased or
materially altered thereby and provided that any such adjustment shall
be subject to prior approval of the Board of Inland Revenue.
9.2 NOTIFICATION
All Participants shall be notified in writing of any such adjustments as
soon as practicable thereafter and the Company shall be entitled to call
in the instruments evidencing the grant of the Options affected by such
adjustments for endorsement or replacement, as may appear appropriate.
10. SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL OF THE COMPANY
10.1 APPLICATION
This Rule 10 applies where a company (the "Acquiring Company"):
10.1.1 obtains Control of the Company as a result of making:
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(a) a general offer to acquire the whole of the issued share
capital of the Company (other than that which is already
owned by the Acquiring Company and/or by its holding
company and/or by any subsidiary of its holding company)
made on a condition such that if it is satisfied the
Acquiring Company will have Control of the Company; or
(b) a general offer to acquire all the Shares (or such
Shares as are not already owned by the Acquiring Company
and/or by its holding company and/or by any subsidiary
of its holding company); or
10.1.2 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
10.1.3 becomes bound or entitled to acquire shares in the Company under
Sections 428 to 430F of the Companies Act 1985.
10.2 RELEASE OF OPTIONS
Subject to the conditions referred to in Rule 10.3, where this Rule 10
applies, a Participant may, by agreement with the Acquiring Company and
within the period referred to in Rule 10.4, release his Option (the "OLD
OPTION") in consideration of the grant to him of an option (the "NEW
OPTION") over shares in the Acquiring Company or some other company
falling within paragraph 16(b) or paragraph 16(c) of Schedule 4.
10.3 THE CONDITIONS
The conditions referred to in Rule 10.2 are as follows:
10.3.1 the shares over which the New Option is granted must comply with
the conditions of paragraphs 16 to 20 (inclusive) of Schedule 4;
10.3.2 the total market value (determined in accordance with Part VIII
of the Taxation of Chargeable Gains Act 1992) of the Shares
subject to the Old Option immediately before its release must be
equal to the total market value (as so determined) immediately
after the grant of the New Option of the shares in respect of
which the New Option is granted; and
10.3.3 the aggregate subscription price payable by the Participant upon
the exercise in full of his New Option must be equal to the
aggregate Exercise Price which would have been payable by him
had he exercised in full his Old Option in respect of the total
number of Shares subject to the Old Option at the time of its
release.
10.4 PERIOD FOR RELEASE
The period referred to in Rule 10.2 is:
10.4.1 in a case falling within Rule 10.1.1, six months beginning with
the time when the Acquiring Company obtains Control of the
Company and any condition subject to which the offer is made is
satisfied;
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10.4.2 in a case falling within Rule 10.1.2, six months beginning with
the time when the court sanctions the compromise or arrangement;
and
10.4.3 in a case falling within Rule 10.1.3, the period during which
the Acquiring Company remains so bound or entitled.
10.5 CONSEQUENCES OF RELEASE
Where a Participant is granted a New Option in consideration of the
release of his Old Option in accordance with Rule 10, then:
10.5.1 the New Option shall be exercisable in the same manner as the
Old Option;
10.5.2 the New Option shall be subject to the provisions of the Scheme
as it had effect in relation to the Old Option immediately
before its release; and
10.5.3 with effect from the release, Rules 1, 5, 6, 8, 9, 10, 11,
(except Rules 11.1 and 11.2) and 13 shall, in relation to the
New Option, be construed as if references to the Company and to
Shares were references to the Acquiring Company and to shares in
the Acquiring Company or, as the case may be, the other company
in respect of whose shares the New Option is granted.
11. ADMINISTRATION OF THE SCHEME
11.1 GENERAL
The Scheme shall in all respects be administered under the direction of
the Board. The Board may make such rules for the conduct of the Scheme,
not being inconsistent with the provisions of these Rules, as it shall
think fit. Any dispute regarding the interpretation of the Scheme or the
terms of any Option shall be determined by the Board (after seeking such
advice as it shall consider necessary) and its decision shall be final
and binding.
11.2 COMMITTEE
The Board may delegate all or any of its powers in relation to the
Scheme to a duly authorised committee of the Board.
11.3 AUTHORISED SHARE CAPITAL
The Company shall at all times maintain an amount of authorised and
unissued Shares sufficient to satisfy outstanding Options under the
Scheme.
11.4 ARTICLES OF ASSOCIATION
The provisions of the Articles for the time being with regard to the
service of notices upon members of the Company shall apply mutatis
mutandis to any notice to be given by the Company to Participants under
the Scheme and all notices to be given to the Company under the Scheme
shall be delivered or sent by post to the Company at its registered
office.
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11.5 TRUSTEES
Any member of the Group may provide money to the trustee or trustees of
any trust or any other person to enable it, him or them to acquire
Shares to be held for the purposes of the Scheme, to enter into any
guarantee or indemnity for these purposes, to the extent permitted by
Section 153 of the Companies Act 1985.
11.6 COPIES OF DOCUMENTS
The Participants shall be entitled to receive upon request copies of all
accounts, circulars, and notices sent to holders of Shares.
12. AMENDMENT OF THE SCHEME
12.1 RESOLUTION OF THE BOARD
The Board shall at any time be entitled to amend by resolution all or
any of the provisions of the Scheme provided that:
12.1.1 no amendment to the Scheme shall be made which would prejudice
the subsisting rights of existing Participants in any manner
without the prior written consent of existing Participants
entitled to exercise Options in respect of at least three
quarters of the total number of Shares over which Options shall
at that time be subsisting; and
12.1.2 no amendment shall have effect until approved by the Board of
Inland Revenue.
12.2 REVENUE APPROVAL
The Board may at any time by resolution and without other formality
amend the Scheme in any way to the extent necessary to secure and
maintain the approval of the Scheme by the Board of Inland Revenue under
Schedule 4 and to ensure that such approval is not withdrawn pursuant to
any statutory modifications of the provisions of the Taxes Act or ITEPA.
12.3 NOTIFICATION
On any such amendment being made by the Board all Participants shall be
notified in writing as soon as practicable thereafter.
12.4 TERMINATION
The Board or the Company in General Meeting shall be entitled by
resolution to terminate the Scheme at any time but Options previously
granted shall continue to be valid and exercisable in accordance with
the provisions of the Scheme.
13. ADDITIONAL PROVISIONS
13.1 CONFLICT
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Every Option shall be subject to the condition that no Shares shall be
issued to a Participant following the exercise of an Option if such
issue would be contrary to any enactment or regulation for the time
being in force of the United Kingdom, Israeli or of any other country
having jurisdiction in relation thereto. The Company shall not be bound
to take any action to obtain the consent of any governmental authority
to such issue or to take any action to ensure that any such issue shall
be in accordance with any such enactment or regulation if such action
could in the opinion of the Board be unduly onerous.
13.2 EMPLOYMENT
The rights and obligations of a Participant under his terms of
employment with any member of the Group shall not be affected by his
participation in the Scheme and the Scheme shall not afford to a
Participant any additional right to compensation in consequence of the
termination of his employment for any reason whatsoever.
13.3 AUDITORS
In any matter in which they are required to act under these Rules the
Auditors shall be deemed to be acting as experts and not as arbitrators.
13.4 GOVERNING LAW
The Scheme shall be governed by and interpreted in accordance with
English Law.
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CLICKSOFTWARE TECHNOLOGIES, LTD
APPROVED EXECUTIVE SHARE OPTION SCHEME
OPTION CERTIFICATE
Name of Optionholder: ..................................................
Address of Optionholder:
..................................................
..................................................
Date of Grant ..................................................
Maximum Number of Shares:
Exercise Price: ..................................................
Vesting Dates: ..................................................
..................................................
..................................................
..................................................
Expiration Date: ..................................................
ClickSoftware Technologies, Ltd HEREBY GRANTS to the Optionholder named above an
Option to acquire the above number of Shares in the Company at the above
Exercise Price.
This Option is exercisable subject to and in accordance with the rules of the
ClickSoftware Technologies, Ltd Approved Executive Share Option Scheme ("the
Scheme") as they are amended from time to time. It is exercisable in accordance
with the performance conditions and the limitations on exercise contained in
Part A and Part B respectively of the Schedule (if any) to this Option
Certificate and the rules of the Scheme (and in particular Rule 7).
To exercise the Option the Optionholder should complete the Notice of Exercise
on the reverse side of this Option Certificate.
The Optionholder agrees to be bound by their terms and conditions set out in the
rules of the ClickSoftware Technologies, Ltd Approved Executive Share Option
Scheme and the terms and conditions of exercise set out in the Schedule to this
Option Certificate (including for the avoidance of doubt Rule 5.5 relating to
PAYE Liability and secondary class 1 NICs);
The Option is not transferable and will lapse upon the occasion of an
assignment, charge, disposal or other dealing with the rights conveyed by it.
EXECUTED AS A DEED by
CLICKSOFTWARE TECHNOLOGIES
LTD
acting by: Secretary/Director ................
I HEREBY AGREE to accept the grant of this Option and agree and undertake
to be bound by their terms and conditions set out in the rules of the
ClickSoftware Technologies, Ltd Approved Executive Share Option Scheme and the
terms and conditions of exercise set out in the Schedule to this Option
Certificate (including for the avoidance of doubt Rule 5.5 relating to PAYE
Liability and secondary class 1 NICs);
SIGNED but not delivered until the date hereof )
AS A DEED by ................................. )
in the presence of: ) .........................
(OPTIONHOLDER SIGNATURE)
Witness signature: ........................
Witness name (PRINT) ........................
Address: ........................
Occupation: ........................
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SCHEDULE
PART A
PERFORMANCE CONDITIONS
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PART B
LIMITATIONS ON EXERCISE
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CLICKSOFTWARE TECHNOLOGIES, LTD
APPROVED EXECUTIVE SHARE OPTION SCHEME
NOTICE OF EXERCISE OF OPTION
To: Company Secretary
ClickSoftware Technologies, Ltd
From:..................................................(name in BLOCK CAPITALS)
.......................................................................(ADDRESS)
................................................................................
................................................................................
I, being the holder of the Option represented by this Certificate, hereby
exercise the Option referred to overleaf in respect of .......... 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 Scheme and the Articles
of Association of the Company.
I enclose a cheque made payable to ClickSoftware Technologies, Ltd in the sum of
$..... being the aggregate Exercise Price payable in full for such shares.
I am exercising my Option on the following basis:-
(a) It is more than 3 years since the date of grant of the Option
or
(b) It is less than 3 years since the date of grant of the Option
and I am exercising within 2 months of leaving employment for injury,
disability, redundancy (within the meaning of the Employment Rights Act
1996), retirement on or after reaching the age at which I am bound to
retire under the terms of my contract of employment which for the
purposes of section 524 of ITEPA must not be less than 55
or
(c) I/we are the personal representative(s) of the optionholder and
I/we are exercising within 2 months of the date of death of the
optionholder
or
(d) It is less than 3 years since the date of grant of the Option
and I am exercising the Option in accordance with the Rules of the
Scheme
PLEASE DELETE THE ALTERNATIVES IN 3 ABOVE WHICH DO NOT APPLY
Where I am exercising my option under 3(d) above then in respect of any amount
of:
(i) income tax payable by deduction under Part 11 of ITEPA
("PAYE"),
(ii) primary Class 1 National Insurance Contributions
("employee's NIC"), and
17
(iii) secondary Class 1 National Insurance Contribution
("employer's NIC")
((i), (ii) and (iii) together hereinafter referred to as
"the PAYE Liability") due on the exercise of this
Option, either (please delete as appropriate)
(aa) I enclose a cheque for (pound)[ ] payable
towards that PAYE Liability and if such sum is
less than the aggregate amount of the PAYE
Liability due on this exercise, I hereby
authorise the Company or my Employing Company to
deduct any amount of shortfall from my net pay
for the next pay period; or
(bb) I hereby authorise the Company or my Employing
Company to deduct an amount equal to the whole
of the PAYE Liability from the my net pay for
the next pay period; or
(cc) I hereby confirm that I have given irrevocable
instructions to the Company's brokers (A COPY OF
WHICH IS ATTACHED TO THIS NOTICE OF EXERCISE)
for the sale of sufficient shares acquired on
the exercise of this Option to realise an amount
equal to the PAYE Liability and for the payment
of the PAYE Liability to the Company or my
Employing Company.
I wish the Ordinary Shares to be registered as fully paid in my name and agree
to accept the Ordinary Shares subject to the Memorandum and Articles of
Association of the Company.
I request you to issue a Share Certificate in respect of the Ordinary Shares.
Name (block letters) Signature
............................... ..............................
Address
............................... Date .....................
...............................
...............................
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. The Option may not be exercised in respect of less than 100 shares or
(if less) all of the shares over which
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the Option subsists.
3. The Scheme has been approved by the Inland Revenue. There is no charge
to income tax on the receipt of a right to acquire shares under such a
scheme. Subject to paragraph 4 below, under current tax rules a charge
to tax and employee national insurance contributions will arise on the
exercise of the Option on the difference between the market value of the
shares at the date of exercise and the price paid for them if the Option
is exercised within 3 years of grant or at any time when this Scheme is
not approved by the Board of Inland Revenue. Any exercise after the
third anniversary of the date of grant will not attract an income tax or
employee national insurance contributions charge on exercise. You will
be liable to capital gains tax on ultimate disposal of your Shares,
subject to any available reliefs (e.g. the CGT annual exemption) whether
or not you pay income tax on exercise of the Option. Any amount charged
to income tax on the exercise of your Option will, however, form part of
the base cost of your Shares for capital gains tax purposes. The above
comments assume that the Scheme continues to be approved by the Inland
Revenue until the date of exercise.
4. If you are exercising the Option before the third anniversary of the
date of grant and within two months of leaving employment of the Company
or your Employing Company by reason of injury, disability, redundancy or
retirement at or after your contractual normal retirement date you will
not be liable to income tax and national insurance contributions.
5. Employer secondary Class 1 contributions will also become due on any
amount subject to tax and/or employee national insurance contributions.
By signing your option certificate you have agreed to enter into an
election to transfer such liability from your employer to yourself.
6. IMPORTANT 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.
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