Admission Document - BrainJuicer

6. Share Options granted prior to Admission
6.1 General
Options were granted over shares in BrainJuicer UK but will be exchanged for replacement options
over shares in the Company. On 13 November 2006, the issued share capital of BrainJuicer UK was
consolidated on a 10-for-1 basis and an amount of £110,926.57 standing to the credit of the share
premium account of BrainJuicer UK was capitalised and applied in paying up in full 6,283,615
ordinary shares of 1 pence each and 4,809,042 series A convertible preferred shares of 1 pence each
which were allotted and issued to the members of BrainJuicer UK entered in the register of members
of BrainJuicer UK as at such date (the “Re-organisation”). In order to reflect the Re-organisation,
options over shares in BrainJuicer UK are being exchanged for options over Ordinary Shares on the
basis of an option over 1 share in BrainJuicer UK for 60.21303 options over Ordinary Shares. The
exchange of options will not accelerate the vesting of the options.
The majority of the options granted are intended to be qualifying EMI options under Schedule 5 of
the Income Tax (Earnings and Pensions) Act 2003 (“Schedule 5”). Some of the options are
unapproved options.
6.2 Grant of options and eligibility
In order to be qualifying EMI options the options can only be granted to any employees and directors
of the Company and those of its subsidiaries permitted by Schedule 5 who devote at least 25 hours
per week or 75 per cent. of their working time to the Company. The options were granted free of
charge and are non-transferable.
6.3 Exercise price
The exercise price per ordinary share in BrainJuicer UK was determined at the date of grant as being
the market value of an ordinary share in BrainJuicer UK as at such date and that was agreed with HM
Revenue & Customs. Following the exchange of options described in paragraph 9.1(e) of Part VII, the
exercise price is adjusted accordingly and is as set out in the table in paragraph 2.8 of this Part VII.
6.4 Performance test
There are no performance conditions to satisfy in relation to the exercise of options.
6.5 Individual Limit
An individual’s overall participation under EMI options is limited so that the aggregate market value
at the date of grant of the shares over which options have been granted to him under schemes
satisfying the requirements of Schedule 5 or approved by the Inland Revenue under Schedule 4 of the
Income Tax (Earnings and Pensions) Act 2003 cannot exceed £100,000 from time to time. None of
the existing EMI options granted have exceeded this limit.
6.6 Exercise and lapse of options
(a)
Admission
Following Admission, options will be exercisable to the extent vested in accordance with the
vesting schedule (which provides for a third of the option to vest on 1 January following the
date of the grant of the original options in BrainJuicer UK, with the second third exercisable
on the following 1 January and the final third on the 1 January next thereafter. There are minor
exceptions to this vesting schedule. Yvonne Chien and Andrew Hogbin each had an option over
a number of shares in BrainJuicer UK which was partially vested at the date of the grant of such
option. The unvested portion was subject to the same vesting provisions as options granted to
other employees. In addition, unapproved options granted to Hendrick Evert Bos and Jaap Moll
allow for immediate vesting for Dutch tax reasons.
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