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Common use of Manner of Exercise of Options Clause in Contracts

Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4. 3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise. 3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option. 3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:- 3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or 3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or 3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or 3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or 3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company. 3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause. 3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares.

Appears in 2 contracts

Samples: Individual Option Agreement (King Digital Entertainment PLC), Individual Option Agreement (King Digital Entertainment PLC)

Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to Table of Contents exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4. 3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise. 3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option. 3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:- 3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or 3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or 3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or 3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or 3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company. 3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so Table of Contents assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause. 3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares. 3.7 The Executive indemnifies the Company and each member of the Group against any Tax Liability and shall (on request) also indemnify them (to the extent permitted by law) against any employer’s National Insurance Contributions (or similar social security contributions) arising in the circumstances referred to in Clause 3.5.

Appears in 2 contracts

Samples: Individual Option Agreement (King Digital Entertainment PLC), Individual Option Agreement (King Digital Entertainment PLC)

Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4. 3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise. 3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option. 3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:- 3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or 3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or 3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or 3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or 3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company. 3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause. 3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares. 3.7 The Executive indemnifies the Company and each member of the Group against any Tax Liability and shall (on request) also indemnify them (to the extent permitted by law) against any employer’s National Insurance Contributions (or similar social security contributions) arising in the circumstances referred to in Clause 3.5.

Appears in 2 contracts

Samples: Individual Option Agreement (King Digital Entertainment PLC), Individual Option Agreement (King Digital Entertainment PLC)

Manner of Exercise of Options. 3.1 To the extent that the Option has vested become exercisable pursuant to schedule 1this Agreement, the Option shall may be exercisable on the dates specified in schedule 1 exercised (in whole or in part) by the ExecutiveSubscriber, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he the Subscriber wishes to exercise the Option accompanied by by: 3.1.1 the appropriate payment of the total Exercise Price (due in respect of the number of Shares specified in the exercise notice, save to the extent that the Executive Subscriber has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Subscriber selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company) Company or the Company permits the cashless exercise of the Option pursuant to clause 3.6; and, 3.1.2 if required by the Company, the Tax Liability amount due under Clause 3.4clause 4.1 in respect of any Tax Liability. The Subscriber acknowledges that, despite the number of Shares specified in the written notice, the Option may actually be exercised over a lower number of Shares by virtue of the operation of clause 3.3 and schedule 4 below. 3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised (after taking account of the provisions of schedule 4) shall be issued and allotted or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies. 3.3 Where the Subscriber has acquired Linked Shares, if the Option (or any part thereof) is properly exercised but not all of the Linked Shares have been Released, schedule 4 shall apply to determine: 3.3.1 the number of Linked Shares (if any) that shall be Released; 3.3.2 the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued and allotted or transferred to the Subscriber; and 3.3.3 the extent to which the Option shall be deemed to have lapsed in respect of a specified number of Option Shares. 3.4 Any calculation (including but not limited to the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under clause 3.3 and schedule 4 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of clause 3.3 and schedule 4 are contained at Appendix 1 for illustration purposes. 3.5 If and to the extent that the Subscriber: 3.5.1 serves a valid exercise notice specifying a number of Option Shares to which the exercise relates; and 3.5.2 makes a payment of an Exercise Price calculated by reference to such number; but 3.5.3 the Option is treated as having been exercised in respect of a reduced number of Option Shares (pursuant to clause 3.3 and schedule 4), then the Company shall arrange for the return or repayment to the Subscriber of the relevant part of the Exercise Price. 3.6 Notwithstanding any other provision of this Agreement, if a Subscriber serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Subscriber in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Subscriber (at no cost to the Subscriber or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Subscriber. 3.7 The Subscriber hereby agrees that if the Option is exercised only in part prior to a Listing the balance shall remain exercisable on the same terms Subscriber shall, as originally applied to the whole Option. 3.4 In the event that a Tax Liability becomes due on the exercise condition of the Optionsuch exercise, the Option may not be exercised unless:- 3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or 3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or 3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group enter into a subscription agreement in respect of the Company’s Option Shares and deed of adherence to a shareholders agreement in the form approved by the Board. 3.8 In the event that: 3.8.1 the Board becomes aware that either (i) a General Offer has been (or other member is to be) made to the shareholders of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to purposes of Article 14.1.1.1 or more than the Tax Liability; or 3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1ii) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or 3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company. 3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event Approved Offer (as defined in section 477 the Articles) has been (or is to be) made to the shareholders of ITEPA) in respect the Company), and the Subscriber will not otherwise receive notice of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company General Offer or other member of the Group or other person Approved Offer (as applicable) and in entering into the case may be); and 3.8.2 any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause. 3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by Shares have vested under Schedule 1, the Board shall (where it considers it reasonable to do so) give notice to the Subscriber that for the relevant tax purposes the market value of the Shares acquired such a General Offer or Approved Offer has been (or is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPAbe) and sections 425 to 430 of ITEPA are not to apply to such Sharesmade.

Appears in 1 contract

Samples: Individual Option and Subscription Agreement (Activision Blizzard, Inc.)

Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on from the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4. 3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise. 3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option. 3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:- 3.4.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or 3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or 3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or 3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or 3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company. 3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that (to the extent permitted by law) the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause. 3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPAITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares. 3.7 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability and shall (on request) also indemnify them (to the extent permitted by law) against any employer’s National Insurance Contributions (or similar social security contributions) arising in the circumstances referred to in Clause 3.5. 3.8 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a Subscription Agreement in the form approved by the Board.

Appears in 1 contract

Samples: Individual Option Agreement (King Digital Entertainment PLC)