National Insurance Contribution (“NIC”). As a condition to your acceptance of this Option (both Inland Revenue approved Options and non-qualified Options), you must sign an election under which you agree to pay all NICs that may become due on any gains realized upon exercise of the Option (with certain exceptions). The NICs include the “primary” NIC payable by an employee as well as the “secondary” NIC payable by the employer in the absence of any election (referred to as the Secondary Contributions under paragraph 3B(4) of Schedule 1 to the Social Security Contributions and Benefits Act of 1992). Payment of secondary NIC will be through deduction at source, if practicable, in the form of withholding from (1) Employee’s salary or (2) the proceeds of a “cashless” exercise or “same-day-sale” of shares issued upon exercise of the Option. If withholding is not practicable, you may elect to make the secondary NIC payment either (a) directly to the Company by cash or check or (b) through the transfer of proceeds to the Company from the sale of shares held by you.
National Insurance Contribution (“NIC”). The grant of your Options (both Inland Revenue approved Options and non-qualified Options) are subject to the execution of a joint election between the Company and you (the “Election”), being formally approved by the H.M.Revenue & Customs (the” HMR&C”) and remaining in force thereafter under which you agree to pay all NICs that may become due on any gains realized upon exercise of the Option (with certain exceptions). The NICs include the “primary” NIC payable by an employee as well as the “secondary” NIC payable by the employer in the absence of any election (referred to as the Secondary Contributions under paragraph 3B(4) of Schedule 1 to the Social Security Contributions and Benefits Act of 1992). By accepting the Option, to the extent allowable by applicable law, you hereby consent and agree to satisfy any liability the Company and/or your employer realizes with respect to Secondary Class 1 NIC payments required to be paid by the Company and/or your employer in connection with the exercise of the Option. In addition, by accepting the Option, you hereby authorize the Company or your employer to withhold any such Secondary Class 1 NICs from deduction at source, if practicable, in the form of withholding from (1) your salary or (2) the proceeds of a “cashless” exercise or “same-day-sale” of Shares issued upon exercise of the Option. If withholding is not practicable, the Company, in its discretion, may require you, and you hereby agree, to make payment on demand for such contributions to the Company or your employer by (a) cash or check directly to the Company or the employer or (b) through the transfer of proceeds to the Company or employer from the sale of Shares held by you and the Company or employer will remit such contributions to the HMR&C. If additional consents and/or elections are required to accomplish the foregoing, you agree to provide them promptly upon request. If the foregoing is not allowed under applicable law, the Company may rescind your Option. If you do not enter into an Election prior to the first vesting date or if the Election is revoked at any time by the HMR&C, the Option shall become null and void without any liability to the Company and/or your employer and shall lapse with immediate effect.
