Private & Confidential
R U L E S of the
UNAPPROVED SHARE OPTION SCHEME
(Adopted by the Board of [Company Name] on [Insert date])
These are the rules of the Unapproved Share Option Scheme for [Company Name] (“the Company”).
Grant of Options
- 2.1 At any time the Board of the Company can decide to select employees, directors or consultants of the Company (“Participants”) and grant them options to acquire shares in the Company (“Options”). These shares will be ordinary [non-voting] shares in the capital of the Company (“Shares”).
- 2.2 Although a dead Participant’s personal representatives can exercise an Option in accordance with Rule 7.2, apart from that every Option will be personal to the Participant it is granted to and is not allowed to be transferred, assigned or charged (meaning it could be transferred if certain conditions are fulfilled).
- 2.3 No money will be payable by the Participant for the grant of an Option.
- 3.1 The exercise of an Option may be conditional upon the achievement of an objective performance condition set by the Company at the date it is granted (a “Performance Condition”). If there is any argument about whether a Performance Condition has been met or not then the decision of the Board on that subject will be final.
- 3.2 If, after the Board has set a Performance Condition, circumstances occur which make the Board consider that the Performance Condition has become unfair or impractical, it may, at its own choice change or waive the Performance Condition.
- 3.3 The requirement to satisfy a Performance Condition will not apply where Rule 7.2 applies.
Also included in this document:
4. Option Certificates
5. Individual Limit
6. Scheme Limit
7. Exercise of Options
8. Procedure for Exercise
9. Takeovers and Liquidations
10. Exchange of Options on a Takeover
11. Change of Share Capital