EXHIBIT 99.4
THE SCHEDULE
FORM OF OPTION AGREEMENT
GENDAQ LIMITED
- AND -
[ ]
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EMI OPTION AGREEMENT
GRANTING AN OPTION TO [ NAME ]
OVER THE OPTION SHARES
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THIS OPTION AGREEMENT is made 2001
BETWEEN:
(1) GENDAQ LIMITED (registered in England under number 3756817) whose
registered office is at ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇. (the "COMPANY");
and
(2) [ NAME ] of [ ADDRESS ] (the "OPTIONHOLDER").
WHEREAS:
A The Company has established the Gendaq Limited 2001 Enterprise Management
Incentive ("EMI") Share Option Plan (the "EMI PLAN").
B Pursuant to the EMI Plan, the Company intends to grant to the Optionholder
an option (the "OPTION") which complies with the provisions of Schedule 14
of the Finance ▇▇▇ ▇▇▇▇ to acquire shares in its capital subject to the
terms and conditions of this Agreement.
C The Company satisfies the requirements of Part III of Schedule 14 and the
Optionholder satisfies the requirements of Part IV of Schedule 14.
NOW THIS DEED WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, its Recitals and its Schedules words with capital
letters which are not otherwise defined shall have the same meanings as in
the EMI Plan.
1.2 In this Agreement:
1.2.1 the headings are for the sake of convenience only and should be
ignored when construing its provisions.
1.2.2 reference to any statutory provisions are to those provisions as
amended, extended or re-enacted from time to time, and shall include
any regulations or other subordinate legislation made under them;
1.2.3 where the context so admits or requires, words imparting the singular
shall include the plural and visa versa and words imparting the
masculine shall include the feminine; and
1.2.4 references to clauses and to the schedules are, unless stated
otherwise, references to clauses of and schedules to this Agreement.
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2 GRANT OF OPTION
2.1 The Company grants to the Optionholder an Option over [number] Shares at
the Option Price [of(pound)[price] per Share] subject to and on the terms
of the provisions of this Agreement and the rules of the EMI Plan (the
"Option").
2.2 The rules of the EMI Plan shall apply to the Option, except as otherwise
provided herein.
2.3 The Option is personal to the Optionholder and may not, nor may any rights
in respect of it, be transferred or otherwise disposed of to any other
person except that, on the death of the Optionholder, the Option may be
transmitted to his personal representative(s).
3 RIGHTS OF EXERCISE, EXCHANGE AND LAPSE OF OPTION
3.1 The Option shall vest in accordance with Schedule I attached to this
Agreement.
3.2 Subject to Rules 4.3, 4.6 and 5 of the Plan Rules, the Option shall not be
exerciseable prior to Flotation.
3.3 Other than as provided in Clause 3.1 and 3.2 above, the Option shall be
exercisable and shall lapse in accordance with the provisions of Rules 4
and 5 of the Plan.
3.4 The Option may be replaced by a new equivalent option in the circumstances
and on the terms set out in Rules 5.7 and 5.8 of the Plan.
4 ADMINISTRATION
4.1 Any notice or other communication under or in connection with this
Agreement may be given by personal delivery or by sending the same by post,
in the case of a company to its registered office, and in the case of an
individual to his last known address, or, where he is a director or
employee of a Group Member, either to his last known address or to the
address of the place of business at which he performs the whole or
substantially the whole of the duties of his office or employment, and
where a notice or other communication is given by first-class post, it
shall be deemed to have been received 72 hours after it was put into the
post properly addressed and stamped.
4.2 In the case of a partial exercise of the Option, the Grantor may require
the extent to which the Option has been exercised to be endorsed on this
Agreement.
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5 ALTERATIONS
5.1 Except for under Clause 5.2 and subject to 5.3, no alteration, deletion,
addition or waiver of any of the provisions of the Agreement shall be
effective unless made in writing specifically referring to this Agreement
(and attaching a copy of the varied provision(s) to this Agreement) and
duly signed by the parties to this Agreement.
5.2 The Grantor may, in its discretion, at any time make minor alterations,
deletions or additions to any of the terms of this Agreement only for the
purpose of taking account of any changes in legislation or obtaining or
maintaining a favourable taxation, exchange control or regulatory treatment
for any Group Member or the Optionholder.
5.3 For as long as the Option is to qualify as an EMI Option, no alteration,
deletion or addition to the Agreement which would result in Schedule 14 no
longer applying will take effect.
6 GENERAL
6.1 Any Shares acquired on the exercise of the Option shall be subject to the
Company's articles of association in force from time to time, and shall be
subject to Clause 9.2 of the agreement dated 28 March 2000 between the
shareholders of the Company.
6.2 This Agreement shall be governed by and construed in accordance with the
laws of England. The Optionholder, the Company and any other Group Member
shall submit to the jurisdiction of the English courts in relation to
anything arising under this Agreement.
IN WITNESS WHEREOF the parties have executed this document as their deed on the
day and year first above written.
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SCHEDULE I
VESTING PROFILE
For the purpose of this vesting schedule, the date of commencement of vesting
shall be [ ].
Shares shall vest in accordance with the following vesting schedule:
(a) [1/4] on the first anniversary of the date of commencement of vesting;
(b) a further [1/48] on the first day of each of the next 36 months
following the date referred to in (a) above.
In the event of a Flotation prior to the third anniversary of the date of
commencement of vesting, a further 6/48 of the Option shall vest on Flotation.
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SCHEDULE II
NOTICE OF EXERCISE
The Company Secretary
Gendaq Limited
▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Dear Sir/Madam
I, being the holder of the option granted in the Share Option Certificate
enclosed ("the Option"):
1. Exercise the Option to acquire ............. Ordinary Shares of [ ] each in
Gendaq Limited ("the Shares") at a price of ........... ▇▇▇▇▇ per Share,
subject to the Memorandum and Articles of Association of the Company and to
the EMI Option Agreement entered into by the Company and myself on [date of
agreement] in respect of [ ] shares.
2. Enclose a cheque for the total price of the Shares (pound)................
in favour of "Gendaq Limited" and crossed "a/c payee";
3. Authorise and request you to enter my name in the Company's Register of
Members as the holder of the Shares, subject to the Company's Memorandum
and Articles of Association;
4. (NOTE: YOU MUST SETTLE ANY PAYE LIABILITY* ARISING ON EXERCISE UNDER THE
METHODS DESCRIBED IN 4.1 OR 4.2 BELOW AND SHOULD DELETE AS APPROPRIATE THE
SECTION YOU ARE NOT USING);
4.1 Enclose a cheque payable to the Company for
(pound).................... in respect of the PAYE Liability arising
in connection with the exercise of my Option. In the event that my
PAYE Liability is greater than the amount I have paid I authorise you
to deduct any outstanding PAYE Liability in relation to the Option
from my salary; AND/OR
4.2 Authorise the Company or its duly appointed agent:
(a) To sell such number (but no more) of the Shares registered in
my name as will enable the Company (after payment of all
necessary selling expenses and commissions) to recover and
retain for itself from the sale proceeds an amount equal to
such PAYE Liability and then account to me for any cash
balance remaining, provided that the Company may sell that
number of shares at such price or prices as it shall, in its
absolute discretion, consider fair and reasonable; and
(b) Generally to sign any stock transfer form or other document or
documents which may be required and to do any other thing
which the Company shall consider necessary or expedient for
carrying out the acts hereby authorised in the same manner and
as fully in all respect as I could have done personally.
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I understand that no Shares will be issued or transferred to me until ALL
of my PAYE Liability has been satisfied in full.
5. Request you to send a share certificate in respect of the Shares (less any
sold pursuant to the authority given in 4.2 above) and, if appropriate, a
balance option certificate) to me at the address given below.
SIGNED
BY:
_________________________ FULL NAME(S) (CAPITALS)
_________________________ ADDRESS
_________________________
_________________________ SIGNED
_________________________ DATE
* You should consult with the Company as to whether any PAYE Liability is
anticipated.
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EXECUTED as a DEED by )
Gendaq Limited )
acting by )
................................
Director
................................
Director/Secretary
EXECUTED as a DEED by )
[optionholder] in the )
presence of: )
Witness Signature
Witness Address
Witness Occupation
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