Share Options. With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Share Options. [The Company confirms that the extent to which share options and other equity-based awards held by the Executive as at the Termination Date shall be exercisable following the Termination Date will be determined solely in accordance with terms of the agreements under which such share options and other equity-based awards were granted.] or [Other than in relation to share options and other equity-based awards granted to the Executive prior to the date of the Service Agreement which shall vest and be exercisable in accordance with the terms of their grant agreements, the Company confirms that all share options and other equity-based awards granted to the Executive have vested and will remain exercisable for the remainder of their terms.]1
Share Options. The Company may offer share options, restricted shares, performance shares, etc to the Executive pursuant to the executive / employee share option scheme adopted or to be adopted by the Company; provided always that the amount of the options offered, the option price and the date of grant shall be determined by the Board after all necessary regulatory and other consents, approvals and authorizations have been obtained.
Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (iii) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and Prospectus.
Share Options. Employee will be granted share options and/or other share or share-based awards from time to time as per the Company’s standard practices and subject to approval by the Company’s Board of Directors.
Share Options. With respect to the options (the “Share Options”) granted pursuant to the share-based compensation or share incentive plans of the Company and its Subsidiaries (the “Company Share Plans”), (i) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, and (ii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Share Options. 5.1 Previously, and subject to the provisions of this Clause 5, Executive and/or APOL have been granted under the Agreement dated of April 12, 2006 an aggregate of 2,400,000 share options to purchase CDC common shares, $0.00025 par value oper share (the “Shares”) under the 1999 Stock Option Plan (“Existing Options”). All of such Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18, 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL with an exercise price of US$0.87 per Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price of $1.29 per common share, which options shall vest in equal quarterly installments over an eighteen (18) month period from the Effective Date.
5.2 The Existing Options and the New Options shall vest over the course of the Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the relevant portion of those Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Existing Options and the New Options shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto.
5.3 In addition to the Existing Options and the New Options, APOL has also been granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL on the Effective Date with an exercise price of US$0.87 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant.
5.4 ...
Share Options. On March 29, 2013, you will be granted an option to purchase 5,000,000 of the Company’s shares of Common Stock (the “Option”). The exercise price per share shall be at $.03 per share, fully vested, with the option expiring March 29, 2023.
Share Options. (a) On the effective date of the Original Agreement but conditional on the Executive complying with the provisions of subparagraph 3.6(b) below, the Corporation granted and the Executive accepted an irrevocable option (the "Option") to purchase 1,300,000 common shares in the capital of the Corporation (the "Optioned Shares") at a price of Cdn $9.55 per common share being the closing share price on The Toronto Stock Exchange on the date prior to the public announcement of the Original Agreement. The Option became exercisable on a cumulative basis in respect of one-sixth (1/6) of the total Optioned Shares commencing on the sixth monthly anniversary of the date of grant, and thereafter in respect of one-thirtieth (1/30) the total unvested Optioned Shares on each of the next 30 monthly anniversaries of the Original Agreement. The Option shall expire in respect of Optioned Shares not theretofore acquired thereunder or in respect of which rights shall not otherwise have terminated on the seventh annual anniversary of the date of grant.
(b) As a condition precedent of the exercise of the Option (or any portion thereof), the Executive shall maintain no less than 200,000 common shares in the Corporation for the duration of his employment with the Corporation and shall provide evidence of the shares held by him as may be required by the Corporation from time to time.
(c) The Executive covenants that he will comply with all applicable securities laws and the Corporation's Insider Trading Policy and Insider Reporting Procedures (copies of whxxx xxxx xxxx xrovided to the Executive) in respect of the Optioned Shares issued to the Executive and other shares of the Corporation acquired by the Executive.
(d) All of the Executive's rights in respect of the Option in the Optioned Shares shall be governed by the terms and conditions set out in the Restated 1986 Common Share Option Plan (the "Option Plan") of the Corporation as amended through April 18, 2001, as it may be amended from time to time, a copy of which has been provided to the Executive, the provisions of which are incorporated into this Agreement by reference.
(e) The Executive confirms that the Issued Shares (as defined in the Original Agreement) have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or any applicable state securities laws and that the contemplated sale is being made in reliance on a private placement exemption under the 1933 Act.
(f) The Ex...
Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued under Section 102 of the Israeli Tax Ordinance – (New Version) 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Code (as defined below) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board (or a duly constituted and authorized committee thereof) and any required shareholder approval, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and Prospectus.
