Common use of Share Options Clause in Contracts

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 Executive has had access to such information concerning the Corporation as he has considered necessary in connection with its investment decision to acquire the Issued Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment. (g) The Executive is an Accredited Investor as confirmed in the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring the Issued Shares for his own account, and not with a view to any resale, distribution or other disposition of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred only, (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, or (iii) inside the United States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, or (iv) pursuant to an effective registration statement, and that the certificate representing the Issued Shares will bear a legend to the foregoing effect.

Share Options. With respect to the share options and RSUs (athe “Share Options”) On granted pursuant to the effective date share-based compensation plans of the Original Agreement but conditional on the Executive complying with the provisions of subparagraph 3.6(b) below, the Corporation granted Company and the Executive accepted an irrevocable option its subsidiaries (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“Company Share Plans”), the Executive shall maintain no less than 200,000 common shares except as would not reasonably be expected to result 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 Executive has had access to such information concerning the Corporation as he has considered necessary in connection with its investment decision to acquire the Issued Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment. (g) The Executive is an Accredited Investor as confirmed in the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring the Issued Shares for his own account, and not with a view to any resale, distribution or other disposition of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred onlyMaterial Adverse Effect, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the CorporationInternal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) outside each grant of a Share Option was duly authorized no later than the United States in accordance with Rule 904 date on which the grant of Regulation S under such Share Option was by its terms to be effective (the 1933 Act“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 requisite majority, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) inside the United States each such grant was made in accordance with the exemption from registration under terms of the 1933 Company Share Plans, the Exchange Act provided by Rule 144 thereunderand all other applicable laws and regulatory rules or requirements, if availableincluding the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) and any other exchange on which Company securities are traded, or and including, where applicable, the compensation policy of the Company for directors and officers, (iv) pursuant 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 and (v) each Share Option purported to an effective registration statementbe issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 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. The Company has not knowingly granted, and that there is no and has been no policy or practice of the certificate representing Company of granting, Share Options prior to, or otherwise coordinating the Issued Shares will bear a legend to grant of Share Options with, the foregoing effectrelease or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Share Options. With respect to the share options (athe “Share Options”) On granted pursuant to the effective date share-based compensation plans of the Original Agreement but conditional on the Executive complying with the provisions of subparagraph 3.6(b) below, the Corporation granted Company and the Executive accepted an irrevocable option its subsidiaries (the "Option") to purchase 1,300,000 common shares “Company Share Plans”), except as would not reasonably be expected, individually or in the capital of the Corporation (the "Optioned Shares") at aggregate, to have 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 Executive has had access to such information concerning the Corporation as he has considered necessary in connection with its investment decision to acquire the Issued Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment. (g) The Executive is an Accredited Investor as confirmed in the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring the Issued Shares for his own account, and not with a view to any resale, distribution or other disposition of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred onlyMaterial Adverse Effect, (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 CorporationCompany’s knowledge (other than with respect to due execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, or (iii) inside the United States each such grant was made in accordance with the exemption from registration terms of the Company Share Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Market (the “Exchange”) and (iii) 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. 1 For purposes of this Agreement, the term “non-assessable,” which has no recognized meaning under English law, means that under the 1933 Act provided by Rule 144 thereunderCompanies Xxx 0000, if availablethe articles of association of the Company and any resolution taken under the articles of association of the Company approving the issuance of the Shares, or (iv) pursuant no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, to an effective registration statement, and that the certificate representing the Issued Shares will bear a legend pay any additional amounts to the foregoing effectCompany or its creditors.

Share Options. (a) On The GM shall be entitled to an additional incentive from the effective date of the Original Agreement but conditional on the Executive complying Client Company in accordance with the following 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 grantthis paragraph 7. (b) As a condition precedent The Client Company has on the date hereof reserved and/or granted options to the GM (the "Share Options") over 100,000 shares of common stock of the exercise of Client Company (the "Option (or any portion thereofShares"), at an exercise price of C$0.95 per share, pursuant to the Executive shall maintain no less than 200,000 common shares in Client Company option plan (the Corporation for "Scheme") and subject to the duration terms of his employment with a notice of grant of stock option entered into on the Corporation date hereof between the GM and shall provide evidence of the shares held by him as may be required by Client Company (the Corporation from time to time"Notice"). (c) The Executive covenants that he GM's options will comply vest in accordance with all applicable securities laws the Scheme, and the Corporation's Insider Trading Policy and Insider Reporting Procedures (copies of whxxx xxxx xxxx xrovided vested options may be exercised subject to the Executive) in respect terms of the Optioned Shares issued to Scheme, so long as he or she remains the Executive and other shares GM of the Corporation acquired by Subsidiary. There are no GM specific performance obligations (apart from the Executivegenerally applicable obligations of the Scheme). (d) All The Client Company warrants and represents to the Contractor that: (i) it has full power and authority to grant the Share Options, which have been validly granted to the Contractor in accordance with the rules of the Executive's rights Scheme; (ii) it has all the necessary approvals and permits required by regulatory authorities having jurisdiction over the Scheme to grant the Share Options and to issue the Option Shares; (iii) it has, and will have when the Share Options are exercised, sufficient available authorised but unissued share capital with which to issue the Option Shares; and (iv) when exercised, the Option Shares will rank pari passu in respect all respects with the other shares of common stock of the Option in Client Company. (v) In the Optioned Shares event of a capital re-organisation of the Client Company the number of options and the exercise price thereof 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 referenceaccordingly. (e) The Executive confirms that Upon exercise of the Issued Shares Share Options by the GM, the Client Company shall endeavour to notify the Contractor thereof and provide such details as the Contractor may request in writing, to enable Contractor to calculate any liability it, (as defined or during the term, which Subsidiary or Client Company) may have in the Original Agreement) have not been and will not be registered under the United States Securities Act respect of 1933 (the "Securities Act") PAYE or employees' national insurance contributions or any applicable state securities laws and that equivalent or replacement taxes in connection with the contemplated sale is being made in reliance on a private placement exemption under exercise of the 1933 ActShare Options ("Option Tax Liability"). (f) The Executive Notwithstanding anything else in this Agreement, so long as the Client Company has had access not acted with misconduct or in a grossly negligent manner in fulfilling its responsibilities under subparagraph (e) above, it shall bear no liability to such information concerning Contractor with regard to any Option Tax Liability (and Contractor agrees to indemnify Client Company for any Option Tax Liability imposed upon it or the Corporation as he has considered necessary Subsidiary, and any associated costs and interest, in connection with its investment decision to acquire circumstances where the Issued Shares and has such knowledge and experience in financial and business matters as to be capable liability arose during the time period when General Manager was an employee of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment.Contractor). 13 (g) The Executive is an Accredited Investor as confirmed in If Client Company changes the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring Scheme, so that it has the Issued Shares for his own accountright to withhold the Option Tax Liability, and not with a view does so generally, then it will endeavour to any resale, distribution or other disposition do so on behalf of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred only, (i) Contractor with regard to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act, or (iii) inside the United States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, or (iv) pursuant to an effective registration statement, and that the certificate representing the Issued Shares will bear a legend to the foregoing effectGM.

Share Options. (a) On As soon as reasonably practicable following execution hereof 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 Client Company shall grant a share or stock option (the "Share Option") to purchase 1,300,000 common shares in the capital employee of the Corporation Contractor appointed as Vice President of the Subsidiary (the "Optioned SharesNominated Employee") at a price of Cdn $9.55 per common share being upon the closing share price on The Toronto Stock Exchange on the date prior to the public announcement terms of the Original Agreement. The Client Company Stock Option became exercisable on a cumulative basis in respect of one-sixth Plan (1/6the "Plan") 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 grantas provided below. (b) As a condition precedent The Share Option shall be over fifty thousand (50,000) common shares of common stock of the Client Company with an exercise of the Option (or any portion thereof), the Executive shall maintain no less than 200,000 common shares price 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 amount prescribed by the Corporation from time to timePlan. (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 No performance target or performance condition shall attach to the ExecutiveShare Option. The shares shall vest rateably over a three (3) in respect year period commencing on the first anniversary of the Optioned Shares issued grant thereof to the Executive Nominated Employee and other thereafter on the subsequent two anniversaries thereof. However, the Nominated Employee must be a full time employee of, or a full time consultant to, or a full time employee of a full time consultant to, the Client Company or one of its Affiliates for the shares of to vest in the Corporation acquired by the ExecutiveNominated Employee. (d) All Upon exercise of the Executive's rights Share Option by the Nominated Employee the Client Company shall forthwith notify the Contractor thereof and provide such details as the Contractor may require to enable it to calculate any liability it may have in respect of PAYE or employees' national insurance contributions or any equivalent or replacement taxes in connection with the Option in exercise of the Optioned Shares shall be governed by the terms and conditions set out in the Restated 1986 Common Share Option Plan (the "Option PlanTax Liability") of ). The Nominated Employee agrees to execute the Corporation as amended through April 18, 2001, as it may be amended from time to time, Client Company's Share Subscription Agreement and become a copy of which has been provided party to the ExecutiveClient Company's Shareholder Agreement, before any shares are issued to the provisions of which are incorporated into this Agreement by referenceContractor. (e) The Executive confirms that Client Company shall pay to the Issued Shares Contractor (on behalf of the Nominated Employee) the amount of any Option Tax Liability within fourteen days of receiving notice from the Contractor of the amount thereof, (which notice shall be given as defined soon as reasonably practicable after receipt of the information referred to in sub-paragraph (d) above), but in any event, no later than 30 days from exercise of the Original Agreement) have Share Option, save in case of default on the part of the Contractor giving notice. Following receipt of the amount of the Option Tax Liability the Contractor shall not been and will not be registered under seek to recover the United States Securities Act of 1933 (same from 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 ActNominated Employee. (f) The Executive has had access to such information concerning the Corporation as he has considered necessary in connection with its investment decision to acquire the Issued Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment. (g) The Executive is an Accredited Investor as confirmed in the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring the Issued Shares for his own account, and not with a view to any resale, distribution or other disposition of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred only, (i) Client Company warrants to the Corporation, (ii) outside Contractor that it has full power and authority to grant the United States in accordance with Rule 904 of Regulation S under the 1933 Act, or (iii) inside the United States in accordance with the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, or (iv) pursuant to an effective registration statement, and that the certificate representing the Issued Shares will bear a legend to Share Option on the foregoing effectterms.

Share Options. 5.1 Prior to the date hereof, APOL and/or Executive have been granted certain options to purchase Common Stock that vest in regular intervals (the “Existing Options”). 5.2 The Board may, from time to time in its sole discretion and as it deems appropriate, grant additional options to purchase common stock or other incentives to Executive or APOL pursuant to the terms of the 2005 Stock Incentive Plan and such other terms as are set forth herein (the “New Options”) 5.3 Notwithstanding the termination of the Former Services Agreement or anything herein to the contrary, the Existing Options shall remain outstanding and continue to vest in accordance with the terms of the grant agreements related thereto; provided, however, that the Existing Options and the New Options shall continue to vest only if: (i) the Executive remains at CDC Software Corporation to provide the Services on the day vesting of the relevant portion of those options takes place; and (ii) this Agreement has not otherwise been terminated. (a) On If this Agreement is terminated other than pursuant to Sections 12.1, 12.2, 12.3 or 12.4 hereof, provided that the effective date Executive executes a written release in favor of the Original Company and its Associated Companies and their respective affiliates and subsidiaries, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Existing Options and New Options to accelerate and fully vest. In the event of a termination of this Agreement but conditional on other than pursuant to Section 12.1 and 12.2 hereof, the Executive complying with shall have not more than ninety (90) days following such termination to exercise the provisions of subparagraph 3.6(b) below, the Corporation granted Existing 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 New Options that had vested as 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 granttermination. (b) As Notwithstanding the provisions of Section 5.4(a) above, if under Sections 12.3 or 12.4 hereof the Executive is terminated or initiates the termination as a condition precedent result of a death or disability that is directly related to the performance of the exercise of duties by the Option (or any portion thereof)Executive for the Company hereunder, the Company shall cause the Existing Options and the New Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall maintain no less than 200,000 common shares in have up to one (1) year following such termination to exercise the Corporation for Existing Options and 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 timeNew Options. (c) The For avoidance of doubt, if under Sections 12.3 or 12.4 hereof, the Executive covenants is terminated or initiates the termination as a result of a death or disability that he will comply with all applicable securities laws is NOT related to the performance of the duties by the Executive for the Company hereunder, the Existing Options and the Corporation's Insider Trading Policy New Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one (1) year following such termination to exercise the Existing Options and Insider Reporting Procedures (copies of whxxx xxxx xxxx xrovided to the Executive) in respect New Options that had vested as of the Optioned Shares issued to the Executive and other shares date of the Corporation acquired by the Executivetermination. 5.5 If there is a Change of Control and within one (d1) All year from the Change 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 ExecutiveControl date, the provisions of which are incorporated into Company (or its successor) terminates 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 for 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 Executive has had access to such information concerning the Corporation as he has considered necessary in connection with its investment decision to acquire the Issued Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Issued Shares and is able to bear the economic risks of such investment. (g) The Executive is an Accredited Investor as confirmed in the Accredited Investor Questionnaire attached hereto as Exhibit A and is acquiring the Issued Shares for his own account, and not with a view to any resale, distribution or reason other disposition of the Issued Shares in violation of the United States securities laws or applicable state securities laws. (h) The Executive understands that if he decides to offer, sell or otherwise transfer any of the Issued Shares, such Shares may be offered, sold or otherwise transferred only, (i) to the Corporation, (ii) outside the United States than in accordance with Rule 904 Section 12 hereof, as of Regulation S under the 1933 Actdate of termination (the “Termination Date”), all unexercised Existing Options and New Options shall immediately vest and APOL shall have the right to exercise such Existing Options and New Options on and as of the Termination Date; provided that this Section 5.5 shall not apply if a Change of Control shall have occurred and the Services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor) during the one (iii1) inside year from the United States Change of Control date. 5.6 If there is a Change of Control and the Services provided by Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one (1) year anniversary date of the Change of Control (the “Anniversary Date”), all unexercised Existing Options and New Options shall immediately vest and APOL shall have the right to exercise such Existing Options and New Options from the Anniversary Date up to the last day upon which the Services are provided by the Executive whether pursuant to this Agreement or a successor agreement; provided that during the course of the one (1) year period prior to the Anniversary Date, the Existing Options and the New Options shall vest in accordance with the exemption from registration under terms of the 1933 Act grant agreements related thereto. 5.7 The Parties agree that except as provided by Rule 144 thereunderin the CEO Options Transfer Agreement or otherwise pursuant to the prior written consent of the Company, if availableAPOL will not sell, offer to sell, contact to sell, grant any option to purchase or otherwise dispose of any Existing Options or New Options (whether vested or unvested), or any securities convertible into exercisable or exchangeable for such Existing Options or New Options (ivwhether vested or unvested), including the Common Stock, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Existing Options or New Options (whether vested or unvested) pursuant to an effective registration statement, and that during the certificate representing term of this Agreement. 5.8 Any award of options shall not affect the Issued Shares will bear a legend accrued rights of Executive or APOL in other options or incentives related to the foregoing effectsecurities of CDC Corporation or its subsidiaries or affiliates other than the Company and its subsidiaries.