EXHIBIT 99.3
SKILLSOFT PUBLIC LIMITED COMPANY
DIRECTOR OPTION AGREEMENT - SUBSEQUENT OPTION
SKILLSOFT Public Limited Company (the "Company") has granted to [_________] (the
"Optionee"), an option to purchase a total of _______ shares of the Company's
ordinary shares (the "Optioned Shares"), at the price determined as provided
herein, and in all respects subject to the terms, definitions and provisions of
the Company's 2001 Director Option Plan (the "Plan") adopted by the Company
which is incorporated herein by reference. The terms defined in the Plan shall
have the same defined meanings herein.
1. Nature of the Option. This Option is a non-statutory stock option and
is not intended to qualify for any special tax benefits to the
Optionee.
2. Exercise Price. The exercise price is $_____ for each Optioned Share.
3. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Section 8 of the Plan as follows:
(i) Right to Exercise.
(a) This Option shall become exercisable in full on the first
anniversary of its date of grant, provided that the Optionee
continues to serve as a Director on such date; and provided
further, that in no event shall any Option be exercisable
prior to the date the shareholders of the Company approve
the Plan.
(b) This Option may not be exercised for a fraction of a share.
(c) In the event of the Optionee's death, Disability or other
termination of service as a Director, the exercisability of
the Option is governed by Section 8 of the Plan.
(ii) Method of Exercise. This Option shall be exercisable by written
notice, which shall state the election to exercise the Option and
the number of Optioned Shares in respect of which the Option is
being exercised. Such written notice, in the form attached hereto
as Exhibit A, shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of
the exercise price.
4. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the
Optionee:
(i) cash;
(ii) check; or
(iii) cashless exercise under a cashless exercise program (if any)
implemented by the Company in connection with the Plan.
5. Restrictions on Exercise. This Option may not be exercised if the
issuance of the Optioned Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation
of any applicable federal or state securities or other law or
regulations, including without limitation Irish law, or if such
issuance would not comply with the requirements of any stock exchange
upon which the Shares may then be listed. As a condition to the
exercise of this Option, the Company may require the Optionee to make
any representation and warranty to the Company as may be required by
any applicable law or regulation.
6. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee
only by the Optionee or, in the event of the Optionee's Incapacity, by
his or her Attorney. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of the
Optionee.
7. Term of Option. This Option may not be exercised after the period of
ten (10) years commencing on the date of grant of this Option, and may
be exercised during such period only in accordance with the Plan and
the terms of this Option.
8. Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then Fair Market
Value of the Optioned Shares purchased over the exercise price paid
for such Optioned Shares. Upon a resale of such Optioned Shares by the
Optionee, any difference between the sale price and the Fair Market
Value of the Optioned Shares on the date of exercise of the Option, to
the extent not included in income as described above, will be treated
as capital gain or loss.
DATE OF GRANT: 1 January 2005
SKILLSOFT PUBLIC LIMITED COMPANY,
a public limited company organized under
the laws of the Republic of Ireland
By:
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The Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.
Dated:
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Optionee
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EXHIBIT A
DIRECTOR OPTION EXERCISE NOTICE
SKILLSOFT Public Limited Company
000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx
XX 00000
XXX
Attention: Corporate Secretary
1. Exercise of Option. The undersigned ("Optionee") hereby elects to
exercise Optionee's option to purchase ______ Ordinary Shares (the
"Shares") of SKILLSOFT Public Limited Company (the "Company") under
and pursuant to the Company's 2001 Director Option Plan and the
Director Option Agreement dated _______________ (the "Agreement").
The Optionee hereby elects to have the Shares issued in the name of
(check one):
___ BNY (Nominees) Limited as Optionee's nominee to hold the Shares
on Optionee's behalf and subject to Optionee's directions. (If
selected, the share certificate shall be mailed at Optionee's
risk to BNY (Nominees) Limited, X.X. Xxx 000, XXXX, Xxxxxx 0,
Xxxxxxx).
___ Optionee. (If selected, the share certificate shall be mailed at
Optionee's risk to the address specified below).
2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Agreement.
3. Federal Restrictions on Transfer. Optionee understands that the Shares
must be held indefinitely unless they are registered under the
Securities Act of 1933, as amended (the "1933 Act"), or unless an
exemption from such registration is available, and that the
certificate(s) representing the Shares may bear a legend to that
effect. Optionee understands that the Company is under no obligation
to register the Shares and that an exemption may not be available or
may not permit Optionee to transfer the Shares in the amounts or at
the times proposed by Optionee.
4. Tax Consequences. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has
consulted with any tax consultant(s) Optionee deems advisable in
connection with the purchase or disposition of the Shares and that
Optionee is not relying on the Company for any tax advice.
5. Delivery of Payment. Optionee herewith delivers to the Company the
aggregate purchase price for the Shares that Optionee has elected to
purchase and has made provision for the payment of any federal or
state withholding taxes required to be paid or withheld by the
Company.
6. Entire Agreement. The Agreement is incorporated herein by reference.
This Exercise Notice and the Agreement constitute the entire agreement
of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject
matter hereof. This Exercise Notice and the Agreement are governed by
Irish law except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: SKILLSOFT PUBLIC LIMITED COMPANY
By: By:
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Its:
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Address:
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Dated: Dated:
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