Admission Document - BrainJuicer

7.5 Performance Test
The Board may impose an objective condition (the “Performance Test”) on the exercise of options.
The Performance Test may be amended or waived if events occur which cause the Board to consider
that the Performance Test is no longer appropriate following the occurrence of an event involving the
Company, any associated company or an optionholder, provide that the amended Performance Test is
no more difficult to satisfy than the original Performance Test. It is not currently intended to impose
a Performance Test.
7.6 Individuals limits
An individual’s overall participation in relation to 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. If an option
is granted to an individual such that this limit is exceeded, it shall take effect as an unapproved share
option in respect of the excess over the limit. There are no individual limits for unapproved options.
7.7 Scheme limits
The number of Ordinary Shares issuable pursuant to options granted under the Share Option Scheme,
when aggregated with the number of Ordinary Shares issued or issuable pursuant to all rights granted
under the Scheme within the previous period of ten years, may not exceed 10 per cent. of the
Company’s issued ordinary share capital at the date of grant. This limit does not include options
granted prior to Admission.
7.8 Exercise and lapse of options
(a)
General position
An option will normally vest as to one third on 1 January following the date of grant and a
further third on the next 1 January and the remaining third on the following 1 January so that
the option will be fully vested from the second anniversary of 1 January following the date of
grant. It is then exercisable until the tenth anniversary of the date of grant, (subject to satisfying
any Performance Test having been satisfied).
(b)
(c)
Special circumstances
If the individual is a bad leaver (bankrupt, prohibited by law to be a director, convicted of
certain criminal offences, guilty of serious default or misconduct, serious breach of duties, or
brings the group into disrepute or prejudices its interests) the option will lapse. If the individual
leaves for other reasons then the vested proportion of the option continues to be exercisable in
accordance with the option agreement and the unvested proportion will lapse immediately.
Exchange of options on a takeover
In the event of a change of control, or on a liquidation, or a scheme of arrangement or sale of
the business the options are fully exercisable notwithstanding the vesting schedule.
In the event of a change of control the participant may be permitted to exchange his options for
options over shares in the acquiring company.
7.9 Variations of Share Capital
On certain variations of the ordinary share capital of the Company the Board may adjust the exercise
price and the number of Ordinary Shares comprised in existing options.
7.10 Amendment
The Board may amend the Share Option Scheme from time to time. Any amendment which would
adversely affect the rights of the optionholders requires the approval of the optionholders. Any
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