STOCK OPTION AGREEMENT FOR NON–U.S. EMPLOYEES
Exhibit 10.10
EMPLOYEE FORM
STOCK OPTION AGREEMENT
FOR NON–U.S. EMPLOYEES
FOR NON–U.S. EMPLOYEES
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of
______, 2008, between Generations Holding, Inc., a Delaware corporation (the
“Company”), and _________(“Employee”).
The Company and Employee desire to enter into this Agreement whereby the Company will grant
Employee the options specified herein to acquire certain shares of the Company’s Common Stock.
Defined terms used in this Agreement without definition will have the meanings ascribed thereto in
the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached
hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or
conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail.
The parties hereto agree as follows:
1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been
executed and delivered, and the stock options have been granted hereunder, in connection with and
as a part of the incentive arrangements between the Company and Employee and, except as otherwise
specified herein, pursuant to each of the terms and conditions of the Plan.
2. Option.
(a) Option Grant. The Company hereby grants to Employee, pursuant to the Plan, an
option (the “Option”) to purchase up to ______ shares of Common Stock, at an exercise
price per share of $______(the “Option Price”). The Option Price and the number of
Option Shares issuable upon exercise of the Option will be equitably adjusted for any share split,
share dividend, reclassification or recapitalization of the Common Stock which occurs subsequent to
the date of this Agreement. The Option will expire on the close of business on the tenth
anniversary of the date of this Agreement, subject to earlier expiration in connection with the
termination of Employee’s employment with the Company or any of its Subsidiaries, as provided in
Section 2(c) below.
(b) Exercisability. On each date set forth below, the Option described in Section
2(a) above will have vested and become exercisable with respect to the cumulative percentage of
Option Shares set forth opposite such date if Employee is, and has continuously been, employed by
the Company or any of its Subsidiaries from the date of this Agreement through such date. For
purpose of this Agreement, “Vesting Commencement Date” means ______, 2008.
Cumulative Percentage | ||||
of Option Shares | ||||
Date | Vested | |||
First Anniversary of Vesting Commencement Date |
25 | % | ||
Second Anniversary of Vesting Commencement Date |
50 | % | ||
Third Anniversary of Vesting Commencement Date |
75 | % | ||
Fourth Anniversary of Vesting Commencement Date |
100 | % |
; provided that if Employee’s Employment Termination Date occurs at any time after the
first anniversary of the Vesting Commencement Date and prior to the fourth anniversary of the
Vesting Commencement Date, the cumulative percentage of Option Shares to become vested shall be
determined on a pro rata basis according to the number of calendar months elapsed since the prior
annual vesting date.
(c) Early Expiration of Option. Notwithstanding any provision herein to the contrary,
any portion of the Option granted hereunder that has not vested and become exercisable prior to the
Employment Termination Date will expire on the Employment Termination Date and may not be exercised
under any circumstance. Any portion of the Option granted hereunder which has vested and become
exercisable prior to the Employment Termination Date will expire on the earlier to occur of (i)
ninety (90) days after the Employment Termination Date and (ii) the close of business on the tenth
anniversary of the date of this Agreement.
(d) Procedure for Exercise. At any time after all or any portion of the Options
granted hereunder have become exercisable with respect to any Option Shares and prior to the close
of business on the tenth anniversary of the date of this Agreement, Employee may exercise all or
any portion of the Option granted hereunder with respect to Option Shares vested pursuant to
Section 2(b) above by delivering written notice of exercise to the Company, together with
(i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask
questions of management of the Company regarding all financial and other information provided to
Employee regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a
cashier’s, personal or certified check or wire transfer of immediately available funds to the
Company in the amount equal to the number of Option Shares to be acquired multiplied by the option
exercise price, and (iii) executed joinders to that certain Stockholders Agreement, dated as of
December 5, 2007, by and among the Company and its stockholders and that certain Registration
Rights Agreement, dated as of December 5, 2007, by and among the Company and its stockholders. As
a condition to any exercise of the Option, Employee will permit the Company to deliver to him or
her all financial and other information regarding the Company and its Subsidiaries which it
believes is necessary to enable Employee to make an informed investment decision.
(e) Securities Laws Restrictions. Employee represents that when Employee exercises
any portion of the Option he or she will be purchasing the Option Shares represented thereby for
Employee’s own account and not on behalf of others. Employee understands and acknowledges that
U.S. federal, state and foreign securities laws govern and restrict Employee’s right to offer, sell
or otherwise dispose of any Option Shares unless Employee’s offer, sale or other disposition
thereof is registered under the Securities Act and federal, state and foreign securities laws or,
in the opinion of the Company’s counsel, such offer, sale or other disposition
is exempt from registration thereunder. Employee agrees that he or she will not offer, sell
or otherwise dispose of any Option Shares in any manner which would: (i) require the Company to
file any registration statement (or similar filing under applicable securities law) with the
Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or
cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder
or any other applicable U.S. or local securities law. Employee further understands that the
certificates for any Option Shares which Employee purchases will bear the legend set forth in the
Plan or such other legends as the Company deems necessary or desirable in connection with the
Securities Act or other rules, regulations or laws.
(f) Limited Transferability of the Option. The Option granted hereunder is personal
to Employee and is not transferable by Employee except pursuant to the laws of descent or
distribution and pursuant to the Plan. Only Employee or his or her legal guardian or
representative may exercise the Option granted hereunder.
3. Responsibility for Taxes. Regardless of any action taken by the Company or
Employee’s employer (the “Employer”) with respect to any and all income tax, social insurance,
payroll tax, payment on account, employment or other tax-related withholding (the “Tax-Related
Items”), Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by
Employee is and remains his or her responsibility and that the Company and/or the Employer (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the Option, including the grant, vesting, exercise, assignment, release or
cancellation of the Option, the subsequent sale of Common Stock acquired pursuant to such exercise,
or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any
other aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items.
Prior to the relevant taxable event, Employee shall pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the
Company and/or the Employer. In this regard, Employee authorizes the Company and/or the Employer,
at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items
legally payable by one or a combination of the following methods: (1) withholding Employee’s wages
or other cash compensation paid to Employee by the Company and/or the Employer; (2) withholding
from the proceeds of the sale of Option Shares acquired upon exercise of the Option; (3) selling or
arranging for the sale of Option Shares acquired upon exercise of the Option (on Employee’s behalf
and at his or her direction pursuant to this authorization); or (4) withholding in Option Shares,
provided that only the amount of shares of Common Stock necessary to satisfy the minimum amount of
Tax-Related Items is withheld or such other amount that does not trigger adverse accounting
consequences. For these purposes, the fair market value of the Option Shares to be withheld shall
be determined on the date that Tax-Related Items are to be determined. If the obligation of
Tax-Related Items is satisfied by reducing the number of Option Shares issuable upon exercise of
the Option, Employee is deemed (for tax purposes) to have been issued the full number of Option
Shares subject to the Option, notwithstanding that a number of the Option Shares is held back
solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the
Option.
Finally, Employee shall pay to the Company or the Employer any amount of the Tax-Related Items
that the Company or the Employer may be required to withhold as a result of Employee’s
participation in the Plan or Employee’s purchase of Option Shares that cannot be satisfied by the
means previously described. The Company or the Employer may refuse to honor the exercise of the
Option and shall have no obligation to deliver Option Shares until Employee has satisfied the
obligations in connection with the Tax-Related Items as described in this section.
4. Employee’s Representations. In addition to the acknowledgments set forth in
Section 13 of the Plan, employee hereby represents and warrants as follows:
(a) the execution, delivery and performance of this Agreement by Employee does not and will
not conflict with, breach, violate or cause a default under any contract, agreement, instrument,
order, judgment or decree to which Employee is a party or by which he or she is bound;
(b) except as disclosed to the Company in writing, Employee is not a party to or bound by any
employment agreement, non-compete agreement or confidentiality agreement with any other person or
entity (other than the Company or any of its Affiliates);
(c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Employee, enforceable in accordance with its terms; and
(d) Employee has consulted with (or has had an opportunity to consult with) independent legal
counsel regarding his or her rights and obligations under this Agreement (including, without
limitation, the Plan) and that he or she fully understands the terms and conditions contained
herein and therein.
5. Nature of Grant. By entering into this Agreement and accepting the Option
evidenced hereby, Employee further acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided
in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or
other right to receive future grants of Options, or benefits in lieu of Options, under the Plan or
any other compensation plan the Company has adopted or may adopt, even if Options have been granted
repeatedly in the past;
(c) all decisions with respect to future Options, if any, will be at the sole discretion of
the Committee;
(d) Employee is voluntarily participating in the Plan;
(e) the Option is an extraordinary item which does not constitute compensation of any kind for
services of any kind rendered to the Company, the Employer or
any Subsidiary retaining Employee and which is outside the scope of Employee’s employment
contract, if any;
(f) the Option is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy,
end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or
similar payments;
(g) in the event that Employee is not an employee of the Company or any Subsidiary, the grant
of an Option will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option will not be interpreted to form an employment contract with
the Employer, the Company or any Subsidiary;
(h) the future value of the underlying Common Stock is unknown and cannot be predicted with
certainty;
(i) if the underlying Common Stock does not increase in value, the Option will have no value;
(j) if Employee exercises the Option and obtains Option Shares, the value of the Option Shares
acquired upon exercise may increase or decrease in value, even below the Option Price;
(k) in consideration of the grant of the Option, no claim or entitlement to compensation or
damages arises from termination of the option or diminution in value of the Option or Option Shares
purchased through exercise of the Option resulting from termination of Employee’s employment or
service relationship by the Company or the Employer or by any Subsidiary retaining Employee (for
any reason whether or not in breach of applicable labor laws) and Employee irrevocably releases the
Company, the Employer or the Subsidiary retaining him or her from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen then, by signing this Agreement, Employee shall be deemed irrevocably to have waived
his or her entitlement to pursue such a claim;
(l) notwithstanding any terms or conditions of the Plan or this Agreement to the contrary, in
the event of involuntary termination of Employee’s employment (whether or not in breach of local
labor laws), Employee’s right to receive Options that become exercisable under the Plan, if any,
will terminate effective as of the date that Employee is no longer actively employed and will not
be extended by any notice period mandated under local law (e.g., active employment would not
include a period of “garden leave” or similar period pursuant to local law); furthermore, in the
event of involuntary termination of Employee’s employment (whether or not in breach of local labor
laws), his of her right to receive Option Shares pursuant to the exercise of the Option after
termination of employment, if any, will be measured by the date of termination of Employee’s active
employment; the Committee shall have the exclusive discretion to determine when Employee is no
longer actively employed for purposes of the Option;
(m) it is Employee’s sole responsibility to investigate and comply with any applicable
exchange control laws in connection with the issuance and delivery of Option Shares pursuant to the
exercise of the Option;
(n) the Company, the Employer or the Subsidiary retaining Employee are not providing any tax,
legal or financial advice, nor are the Company, the Employer or the Subsidiary retaining Employee
making any recommendations regarding Employee’s participation in the Plan or his or her acquisition
or sale of the Option Shares; and
(o) Employee is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding Employee’s participation in the Plan before taking any action related
to the Plan.
6. Data Privacy. Employee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Employee’s personal data as described
in this document by and among, as applicable, the Employer, the Company and any Subsidiary for the
exclusive purpose of implementing, administering and managing Employee’s participation in the Plan.
Employee understands that the Employer, the Company and any Subsidiary of the Company hold
certain personal information about Employee, including, but not limited to, his or her name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares or directorships held in the Company, details of
all Options or any other entitlement to Options awarded, canceled, exercised, vested, unvested or
outstanding in Employee’s favor, as the Employer, the Subsidiary retaining Employee and/or the
Company deems necessary for the purpose of implementing, administering and managing the Plan
(“Data”).
Employee acknowledges and understands that Data may be transferred to any broker as designated
by the Company and any third parties assisting in the implementation, administration and management
of the Plan, that these recipients may be located in Employee’s country or elsewhere (e.g., the
U.S.), and that the recipient’s country may have different data privacy laws and protections than
Employee’s country. Employee understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting his or her local human resources
representative. Employee authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing, administering and managing
Employee’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom Employee may elect to deposit any Common Stock
acquired upon exercise of the Option. Employee understands that Data will be held only as long as
is necessary to implement, administer and manage Employee’s participation in the Plan. Employee
understands that he or she may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing his or her local human
resources representative. Employee understands, however, that refusing or withdrawing his or her
consent may affect his or her ability to exercise or realize benefits from the Option or otherwise
participate in the Plan. For more information on the consequences of Employee’s refusal to consent
or withdrawal of
consent, Employee understands that he or she may contact his or her local human resources
representative.
7. Notices. Any notices required or permitted under this Agreement or the Plan will
be delivered in accordance with the requirements of the Plan.
8. Third Party Beneficiaries; Successors and Assigns. The parties hereto acknowledge
and agree that the Investors are third party beneficiaries of this Agreement and the Plan. Except
as otherwise provided herein, this Agreement and the Plan shall bind and inure to the benefit of
and be enforceable by Employee, the Company, the Investors and their respective heirs, successors
and assigns (including subsequent holders of Employee Shares); provided that the rights and
obligations of Employee under this Agreement and the Plan shall not be assignable except in
connection with a permitted transfer of Employee Shares in accordance with the Plan.
9. Complete Agreement. This Agreement and the Plan and the other documents referred
to herein and therein embody the complete agreement and understanding among the parties and
supersede and preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in any way.
10. No Strict Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party.
11. Counterparts. This Agreement may be executed in separate counterparts, each of
which may be delivered via facsimile and is deemed to be an original, and all of which taken
together constitute one and the same agreement.
12. Governing Law. This Agreement will be subject to the Governing Law provisions of
the Plan as if fully set forth in this Agreement. For purposes of litigating any dispute that
arises directly or indirectly under the Plan or this Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of Utah, and agree that such litigation will be conducted
in the courts of Salt Lake County, Utah or the federal courts for the United States for the United
States District Court for the District of Utah, and no other courts, where this Option is made
and/or to be performed.
13. Severability. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall
not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any section of this Agreement (or part of such a section) so declared to be unlawful or invalid
shall, if possible, be construed in a manner that will give effect to the terms of such section or
part of a section to the fullest extent possible while remaining lawful and valid.
14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Options granted under the Plan, or Option Shares purchased under the Plan,
or participation in the Plan or future options that may be granted under the Plan by electronic
means or request Employee’s consent to participate in the Plan by electronic means. Employee
hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established and maintained by
the Company or another third party designated by the Company.
15. Remedies. Each of the parties to this Agreement will be entitled to any of the
remedies specified in the Plan.
16. Amendment and Waiver. The provisions of this Agreement may be amended or waived
only with the prior written consent of the Board and Employee, and no course of conduct or failure
or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.
17. Tax Treatment. Neither party makes any representations or warranties to the other
party with respect to the tax treatment of the transactions contemplated hereby.
18. Language. If Employee has received this Agreement or any other document related
to the Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control unless otherwise prescribed by
local law.
19. Appendix. Notwithstanding any provision in this Agreement or the Plan to the
contrary, the Option shall be subject to the special terms and provisions set forth in the Appendix
to this Agreement for Employee’s country of residence, if any.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
GENERATIONS HOLDING, INC. | ||
By: |
||
Xxxxxxx Xxxxxxxx President |
||
EMPLOYEE: | ||
[NAME] |
Generations Holding, Inc.
Signature Page to Stock Option Agreement re [NAME]
Signature Page to Stock Option Agreement re [NAME]
APPENDIX
GENERATIONS HOLDING, INC.
SPECIAL PROVISIONS OF STOCK OPTION AWARDS
IN CERTAIN COUNTRIES
IN CERTAIN COUNTRIES
This Appendix includes additional country-specific terms that apply to residents in countries
listed below. This Appendix is part of the Agreement. Unless otherwise provided below,
capitalized terms used but not defined herein shall have the same meanings assigned to them in the
Plan and the Agreement.
This Appendix also includes information regarding exchange controls and certain other issues of
which Employee should be aware with respect to Employee’s participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective
countries as of March 2008. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that Employee does not rely on the information noted herein as the only
source of information relating to the consequences of his or her participation in the Plan because
the information may be out of date at the time Employee exercises the Option or sells Option Shares
acquired under the Plan.
In addition, the information is general in nature and may not apply to Employee’s particular
situation, and the Company is not in a position to assure Employee of any particular result.
Accordingly, Employee is advised to seek appropriate professional advice as to how the relevant
laws in Employee’s country may apply to his or her situation.
Note that if Employee is a citizen or resident of a country other than the country in which
Employee is working, the information contained in this Appendix may not be applicable to Employee.
Australia
Securities Information
If Employee acquires Option Shares pursuant to the Option and Employee offers the Option Shares for
sale to a person or entity resident in Australia, Employee’s offer may be subject to disclosure
requirements under Australian law. Employee should obtain legal advice on his or her disclosure
obligations prior to making any such offer.
France
Language Disclaimer
By signing and returning this Agreement, Employee confirms having read and understood the documents
relating to the Plan (Plan and Agreement), which were provided to Employee in English. Employee
accepts the terms of the documents accordingly.
En signant et renvoyant ce contrat « Agreement », le Bénéficiaire confirme ainsi avoir lu et
compris les documents relatifs au Plan (Plan et ce contrat « Agreement ») qui lui ont été
communiqués en langue anglaise. Il en accepte les termes en connaissance de cause.
Italy
Data Privacy Consent
This section supplements Section 6 of the Agreement.
Pursuant to Legislative Decree no. 196/2003, the Controller of personal data processing is
Generations Holding, Inc., with registered offices at 000 Xxxx 0000 Xxxxx, Xxxxx, Xxxx, 00000,
Xxxxxx Xxxxxx of America, and its Representative in Italy for privacy purposes is: The Generations
Network s.r.l. with its registered offices in Xxxxxx xx Xxxxxx, 00, 00000 Xxxx, Xxxxx.
Employee understands that Data processing related to the purposes specified above shall take place
under automated or non-automated conditions, anonymously when possible, that comply with the
purposes for which Data is collected and with confidentiality and security provisions as set forth
by applicable laws and regulations, with specific reference to Legislative Decree no. 196/200.
The processing activity, including the communication and transfer of Employee’s Data abroad,
including outside of the European Union, as herein specified and pursuant to applicable laws and
regulations, does not require Employee’s consent thereto as the processing is necessary for the
performance of contractual obligations related to the implementation, administration and management
of the Plan. Employee understands that the use of his or her Data will be minimized where it is
not necessary for the implementation, administration and management of the Plan. Employee further
understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, Employee has the
right to, including but not limited to, access, delete, update, ask for rectification of his or her
Data and stop, for legitimate reason, the Data processing. Furthermore, Employee is aware that his
or her Data will not be used for direct marketing purposes.
Terms of Grant
By accepting the Option, Employee acknowledges that he or she has received a copy of the Plan,
reviewed the Plan, the Agreement and this Appendix in their entirety and fully understands and
accepts all provisions of the Plan, the Agreement and this Appendix.
In addition, Employee further acknowledges that he or she has read and specifically and expressly
approves without limitation the following clauses in the Agreement: Section 3 (Responsibility for
Taxes); Section 4 (Employee’s Representations); Section 5 (Nature of Grant); Section 6 (Data
Privacy); Section 9 (Complete Agreement); Section 12 (Governing Law); Section 13 (Severability);
Section 14 (Electronic Delivery); Section 18 (Language); and Section 19 (Appendix).
United Kingdom
Responsibility for Taxes
This provision supplements Section 3 of the Agreement.
If payment or withholding of the Tax-Related Items is not made within 90 days of exercise of the
Option (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Xxx 0000, and assuming Employee is not a director or executive officer of
the Company (within the meaning of Section 13(k) of the Exchange Act), the amount of any
uncollected Tax-Related Items will constitute a loan owed by Employee to the Employer, effective on
the Due Date. Employee agrees that the loan will bear interest at the HM Revenue and Customs
official rate of interest and will be immediately due and repayable, and that the Company or the
Employer may recover it at any time thereafter by any of the means specified in Section 3 of the
Agreement. Notwithstanding the foregoing, in the event that Employee is a director or executive
officer and Tax-Related Items are not collected from or paid by Employee by the Due Date, the
amount of any uncollected Tax-Related Items may constitute a benefit to Employee on which
additional income tax and National Insurance Contributions may be payable; in this case, Employee
agrees that the Company and/or the Employer may collect any income tax and National Insurance
Contributions due on this additional benefit from Employee by any of the means referred to in
Section 3 of the Agreement.
Joint Election
As a condition to exercising the Option, Employee acknowledges and agrees that Employee shall be
liable for the Secondary Class 1 National Insurance Contributions which may be payable by the
Company or the Employer (or by any successor to the Company or the Employer) with respect to the
acquisition of Option Shares pursuant to the Option, the assignment or release of the Option for
consideration, or the receipt of any other benefit in connection with the Option and that liability
for the Secondary Class 1 National Insurance Contribution payments shall be transferred to Employee
to the fullest extent permitted by law. To accomplish the foregoing, Employee agrees to make an
election, in the form specified and/or approved for such election by HM Revenue and Customs, that
the liability for the Secondary Class 1 National Insurance Contribution payments on any such gains
shall be transferred to Employee (the “Election”). Employee further agrees to execute such other
elections as may be required between Employee and any successor to the Company and/or the Employer.
Employee hereby authorizes the Company and the Employer to withhold such Secondary Class 1
National Insurance Contributions by any of the means set forth in Section 3 of the Agreement. If
Employee does not make an Election, this Option shall, without any liability to the Company or the
Employer, not be exercisable.