EXHIBIT 99.5
Dated 2000
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AND
BRADFORD PARTICLE DESIGN PLC
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AGREEMENT GRANTING AN ENTERPRISE
MANAGEMENT INCENTIVES OPTION
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THIS AGREEMENT is made the day of 2000
BETWEEN
(1) ________________ of __________________________ ("THE OPTIONHOLDER");
(2) BRADFORD PARTICLE DESIGN PLC (company number 2998064 ) whose registered
office is at 00 Xxxxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx XX0 0XX
("THE COMPANY")
WHEREAS
(A) The Company has established The Bradford Particle Design Limited
Unapproved Employee Share Option Scheme together with Schedule 1 ("THE
SCHEME") under which options may be granted to selected employees of the
Company.
(B) The Company wishes to grant an option to the Optionholder under
Schedule 1 of the Scheme (as amended from time to time) subject to the
following variations as set out in this Agreement.
IT IS HEREBY AGREED as follows:
1. In this Agreement any term defined in the Scheme (as amended from time
to time) shall have the same meaning herein.
2. The Company grants to the Optionholder an option ("THE OPTION") to
acquire _____ ordinary shares in the Company in accordance with the
terms of this Agreement.
3. The price at which the ordinary shares may be acquired by the exercise
of the Option is L___ per share.
4. The rules of the Scheme (a copy of which is attached as Appendix A) are
hereby incorporated into this Agreement, and the Option is granted
subject to these terms unless varied by this Agreement.
5. The ordinary shares to be acquired by the Optionholder upon the exercise
of the Option shall be subject to the Company's Memorandum and Articles
of Association (as amended from time to time), and the relevant
provisions of these documents that describe the restrictions attaching
to the ordinary shares are attached as Appendix B.
6. The Option may be exercised by the Optionholder by giving notice to the
Company in the form of the notice attached as Appendix C.
7. The Option has been granted by the Company under the provisions of
Schedule 14 to the Finance Xxx 0000.
8. It shall be the joint responsibility of the Optionholder and the Company
to file a notice of grant of the Option (in the form attached as
Appendix D) with the Inland Revenue within 30 days of the date of this
Agreement.
IN WITNESS whereof this Agreement is executed as a Deed the day and year first
above written.
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Signed as a Deed by
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in the presence of: )
Signature of witness ...........................................
Name of witness ...........................................
Address of witness ...........................................
...........................................
...........................................
Occupation of witness ...........................................
Executed as a Deed by
BRADFORD PARTICLE DESIGN PLC
Signed ............................................ Director
Signed ............................................ Director/Company Secretary
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APPENDIX A
RULES OF THE SCHEME
APPENDIX B
RELEVANT RESTRICTIONS CONTAINED IN THE COMPANY'S
MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX C
NOTICE OF EXERCISE
THE BRADFORD PARTICLE DESIGN PLC
ENTERPRISE MANAGEMENT INCENTIVES OPTIONS
NOTICE OF EXERCISE
NOTE: YOU ARE ADVISED TO CONSULT YOUR PROFESSIONAL ADVISER BEFORE
EXERCISING YOUR OPTION.
This notice shall take effect only upon receipt by Bradford Particle Design plc
("the Company").
To: the Directors, Bradford Particle Design plc
1. I hereby exercise the Option described in the enclosed Option Agreement
in respect of .............. ordinary shares in the Company.
2. I enclose a cheque made payable to the Company for L..........in
full payment for the shares.
3. I am of the opinion that no income tax or National Insurance is payable
because the Option is an EMI Option to which Schedule 14 of the Finance
Xxx 0000 applies, the conditions of which have been met, and there has
been no disqualifying event that would have resulted in the option
losing its qualifying status. If I am incorrect in my view, I
acknowledge that I will need to settle the Tax Liability (as defined in
the Option Agreement) before shares will be issued or transferred to
me.
Signature of Optionholder: .................................................
Date: .................................................
Daytime Telephone Number: .................................................
Full Name: .................................................
NAME IN CAPITALS: .................................................
Address: .................................................
.................................................
.................................................
APPENDIX D
NOTICE OF GRANT
TO BE SENT TO:
SMALL COMPANY ENTERPRISE SUPPORT CENTRE
TIDO
XX XXXX
XXXXXXXXX
XXXXXXX
XX00 00X
FAX: 000 0000 0000
WITHIN 30 DAYS OF THE DATE OF THIS AGREEMENT
ENTERPRISE MANAGEMENT INCENTIVES
NOTICE OF THE GRANT OF AN OPTION UNDER SCHEDULE 14 FINANCE XXX 0000
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1. DETAILS OF THE COMPANY WHOSE SHARES ARE THE SUBJECT OF THE AGREEMENT:
Name: Bradford Particle Design plc
Registered number: 2998064
Address of registered office:
00 Xxxxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx XX0 0XX
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2. DETAILS OF THE EMPLOYER COMPANY GIVING THIS NOTICE:
Name: Bradford Particle Design plc
Name of the Tax Office to which the company's accounts are sent for Corporation
Tax assessment:
________________________________
Corporation Tax reference _ _ _ _ _ _ _ _ _
Name and reference of the Tax Office which deals with the tax liabilities of
this company's employees:
PAYE tax reference _ _ _ _ _ _ _ _ _
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3. DETAILS OF THIS OPTION, AND THIS EMPLOYEE'S OTHER OPTIONS:
Date of grant: _ _ / _ _ / _ _ _ _
Total market value (at date of grant) of this employee's unexercised EMI
options, including this option: L __________________
Total market value (at date of grant) of this employee's unexercised CSOP and
EMI Options in employee's employer company, or any other group company:
L __________________
Select one:
/ / The market value of the shares under this option at the date
of its grant has been agreed with SVD as L __________ per share, OR
/ / The market value has not been agreed with SVD, OR
/ / The company's shares were listed on a Recognised Stock Exchange at
L __________________ per sHARe, at date of grant.
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4. DETAILS OF AND DECLARATION BY THE EMPLOYEE TO WHOM THIS OPTION HAS BEEN
GRANTED:
Name in full: _____________________________
National Insurance number: _ _ / _ _ / _ _ / _ _ /_ _ / _
I declare that I am committed to working for the Qualifying Company whose shares
are the subject of this option, and/or for Qualifying Subsidiaries of that
company, for: (select one)
At least 25 hours a week, OR IF NOT TRUE, At least 75% of my Working Time.
Signature: _____________________________ Date: _ _ / _ _ /_ _ _ _
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5. DECLARATION BY A DIRECTOR OR THE SECRETARY OF THE EMPLOYER COMPANY:
Name in full: _____________________________
I ATTACH A COPY OF THE OPTION AGREEMENT.
I declare that the option set out in the attached agreement satisfies the
requirements of the Schedule in respect of: (select one)
/ / All the shares, or / / ____________ shares (enter number)
I also declare that to the best of my knowledge and belief, all the information
given above is correct and complete.
Signature: _____________________________ Date: _ _ / _ _ / _ _ _ _
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