Exhibit 4.16
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 6 December 2006 and such
amendments approved by the Board of the Inland
Revenue on 21 December 2006
Bird & Bird
90 Fetter Lane
London EC4A 1JP
Tel: 0171 415 6000
Fax: 0171 415 6111
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 NASDAQ is 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;
"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;
"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.
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
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
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 the limit imposed by the Company from time to time.
6.2 Individual Limits
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 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:
(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;
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.
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
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.
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: ........................................
SCHEDULE
PART A
Performance Conditions
None
PART B
Limitations on Exercise
None
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
(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 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.