Exhibit 99.45
THIS OPTION AGREEMENT is made on 14th June 1999
BETWEEN
1. PARAGON SOFTWARE (HOLDINGS) LIMITED whose registered office is at
Xx-Xxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX00 0XX ("the Company"); and
2. XXXXX XXXXXX XXXXX of 0 Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxx, XX00 0XX ("the Employee")
WHEREAS
(A) The Employee is an employee of the Company and the Company is willing to
grant an option to the Employee in respect of the Option Shares (as
defined below) on the following terms and conditions.
(B) The Company has an authorised share capital of (pound)5,000,000 comprising
46,924,370 ordinary shares of 10p each, of which 10,000,000 have been
issued, 1,441,650 "A" preferred shares of 10p each, all of which have been
issued, and 1,633,980 "B" preferred shares of 10p each, all of which have
been issued. The "A" and "B" preferred shares may be converted into
ordinary shares as set out in Article 2 of the Articles of Association of
the Company.
NOW IT IS HEREBY AGREED as follows:
1 Interpretation
1.1 In this Agreement the following words and expressions shall (save
where the context otherwise requires) have the following meanings:
1.1.1 "Auditors" the auditors of the Company from time to
time.
1.1.2 "Board" the board of directors of the Company
from time to time.
1.1.3 "Control" the meaning given by Section 840, Income
and Corporation Taxes Xxx 0000.
1.1.4 "Group Company" any company which is a holding company or
subsidiary of the Company or a subsidiary
of a holding company of the Company.
1.1.5 "Option" the right granted to the Employee in
respect of the Option Shares by clause 2.
1.1.6 "Option Shares" 8,000 Shares subject to variation
pursuant to clause 6.
1.1.7 "Shares" ordinary 10p shares of the Company.
1.1.8 "Subscription Price" 10p per Share subject to variation
pursuant to clause 6.
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1.2 Headings are for ease of reference only and shall not affect the
construction of this Agreement.
1.3 Except in so far as the context otherwise requires:
1.3.1 words denoting the singular shall include the plural and vice
versa; and
1.3.2 the reference to any enactment shall be construed as a reference
to that enactment as from time to time amended, extended or re-
enacted.
1.4 Words defined in the Companies Xxx 0000 shall have the same meaning
in this Agreement unless the context otherwise requires.
2 Grant of Option
In consideration of the sum of (pound)1 (receipt of which is
acknowledged by the Company) the Company grants the Employee the
right to subscribe for the Option Shares or any of them (in amounts
not less than 1,000 shares each) from time to time at the
Subscription Price upon and subject to the terms set out below.
3 Right to Exercise Option
3.1 The right to exercise the Option shall terminate forthwith upon the
Employee ceasing to be an employee of a Group Company except in the
following cases:
3.1.1 if the Employee dies the Option may be exercised by his
personal representatives within twelve months of the date of
death to the extent to which it could have been (but had not
been) exercised under clause 3.4 on such date;
3.1.2 if the Employee ceases to be an employee of a Group Company
by reason of:
3.1.2.1 injury or disability (evidenced to the satisfaction of
the Board); or
3.1.2.2 retirement at state or contractual retirement age
including late retirement; or
3.1.2.3 termination of employment (other than proper dismissal
upon his failure to comply with the terms of his
employment) provided that the Employee has been an
employee of a Group Company for not less than two years;
the Option may be exercised within six months of the date of the
Employee so ceasing to be such an employee to the extent to which
it could have been (but had not been) exercised under clause 3.4
on such date.
3.2 The right to exercise the Option shall terminate forthwith upon the
Employee being adjudicated bankrupt.
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3.3 The Option shall be personal to the Employee and may not be transferred,
assigned or charged.
3.4 Except where the Option is exercised pursuant to clause 5 the Option may
only be exercised as follows:
3.4.1 as to the first 25% of the total Option Shares from the date
hereof;
3.4.2 as to a further 25% of the total Option Shares after 9 June 2000;
3.4.3 as to a further 25% of the total Option Shares after 9 June 2001;
3.4.4 as to the balance of 25% of the total Option Shares after 9 June
2002.
3.5 The Option may not be exercised within six months of a previous
exercise of the Option but such period shall be reduced to three
months if the Employee shall have ceased to be an employee of a Group
Company (or have been given or have given notice of termination of
his employment) but remains entitled under the terms of this
Agreement to exercise the Option.
3.6 The Option shall lapse on the earliest of the following dates:
3.6.1 the seventh anniversary of the date of this Agreement.
3.6.2 the date on which the Employee ceases to be an employee of a Group
Company in circumstances other than those specified in clause 3.1.
3.6.3 the date on which a resolution is passed or an order is made for
the Company to be wound up.
3.6.4 the date on which the Employee is adjudicated bankrupt.
3.6.5 the date on which the Employee does or omits to do anything as a
result of which act or omission he ceases to be the legal and
beneficial owner of the Option.
4 Exercise of Option
4.1 The Option shall be exercisable in whole or in part by notice in writing
given by the Employee to the Company. The notice of exercise of the Option
shall be accompanied by a cheque in favour of the Company for the
aggregate of the Subscription Prices payable. However, notwithstanding any
other provision contained in this agreement, the Employee shall not be
entitled to exercise the Option until he has satisfied the Board as to his
ability (including if it so decides putting the Company (or his employer
company in the Group) in sufficient funds (the amount of which shall be
determined by the Company)) to meet any obligation of the Company (or such
employer company) to account for income tax or other amounts that are
chargeable under the PAYE system (or other withholding tax system in any
other relevant jurisdiction) in relation to the exercise of the Option.
The Company shall use reasonable endeavours (with the
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Employee's assistance if required) to agree with the Inland Revenue (or
other relevant tax authority) the amount of any such income tax or
liability in advance of any Shares being issued to the Employee following
the exercise of the Option. If any funds made available are less than or
greater than the amount needed to meet any obligation of either such
company to account for income tax or other amounts so chargeable in
relation to the exercise of the Option, a payment shall be made forthwith
by the Employee to such company, or vice versa, as appropriate.
4.2 Within 30 days of receipt by the Company of a notice of exercise under
clause 4.1 and a cheque for the appropriate amount the Company shall allot
the Shares in respect of which the Option has been validly exercised and
shall issue a definitive certificate in respect of the Shares allotted.
Save for any rights determined by reference to a record date on or before
the date of allotment such Shares shall rank pari passu and as one class
with the other issued Shares.
4.3 In respect of all Shares issued pursuant to this Agreement at a time when
the Shares are dealt in on a recognised or designated investment exchange
(other than The Stock Exchange) the Company shall make application for the
grant of permission to deal in such Shares on the said exchange and in
respect of all Shares issued pursuant to this Agreement at a time when the
Shares are listed on The Stock Exchange the Company shall make application
to the Council of The Stock Exchange for such Shares to be admitted to the
Official List.
5 Takeovers mergers etc.
5.1 If any person obtains Control of the Company as a result of making:
5.1.1 a general offer to acquire the whole of the issued ordinary share
capital of the Company which is made on a condition such that if
it is satisfied the person making the offer will have Control of
the Company; or
5.1.2 a general offer to acquire all the Shares;
the Option may be exercised within one month of the date on which the
person making the offer has obtained Control of the Company and any
condition subject to which the offer is made has been satisfied.
5.2 If under the Section 425 Companies Act 1985 the Court sanctions a
compromise or arrangement proposed for the purposes or in connection with
a scheme for the reconstruction of the Company or its amalgamation with
any other company or companies, the Option may be exercised within one
month of the Court sanctioning the compromise or arrangement.
5.3 If any person becomes bound or entitled to acquire shares in the Company
under the Sections 428 to 430F Companies Xxx 0000 the Option may be
exercised at any time when that person remains so bound or entitled.
5.4 For the purposes of clause 5.1 a person shall be deemed to have obtained
Control of the Company if it or he and others acting in concert with him
have together obtained Control of the Company.
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6 Variation of share capital
6.1 In the event of any capitalisation, consolidation, sub-division or
reduction of the share capital of the Company or any rights issue or other
variation of capital (other than a fresh issue of shares) taking place
after the date of this Agreement the number of Option Shares and/or the
Subscription Price shall be varied in such manner (if at all) as the Board
shall determine and the Auditors shall confirm in writing to be in their
opinion fair and reasonable provided that no variation shall be made which
would result in the Subscription Price for a Share being less than its par
value. The Company shall notify the Employee of any such variation.
7 Relevance of contract of employment
7.1 The grant of an Option will not form part of the Employee's entitlement to
remuneration or benefits pursuant to his contract of employment. The
rights and obligations of the Employee under the terms of his contract of
employment with the Company shall not be affected by the grant of an
Option.
7.2 The rights granted to the Employee upon the grant of an Option shall not
afford the Employee any rights or additional rights to compensation or
damages in consequence of the loss or termination of his office or
employment with the Company for any reason whatsoever.
7.3 The Employee shall not be entitled to any compensation or damages for any
loss or potential loss which he may suffer by reason of being or becoming
unable to exercise an Option in consequence of the loss or termination of
his office or employment with the Company for any reason other than as
provided for in clause 3.1.
8 General
8.1 The Company shall at all times keep available sufficient authorised and
unissued Shares to satisfy the exercise to the full extent still possible
of the Option taking account of any other obligations of the Company to
issue shares of any kind.
8.2 No variation to the terms of this Agreement shall be effective unless
agreed in writing by the parties.
8.3 Any notice to be given by the Company to the Employee may be personally
delivered or sent by ordinary post to his last known address and where a
notice is sent by post to his last known address it shall be deemed to
have been received 48 hours after having been put into the post properly
addressed and stamped.
8.4 Any notice to be given by the Employee to the Company shall be delivered
or sent to the Company at its registered office and shall be effective
upon receipt.
EXECUTED AS A DEED by ) /s/ Xxxxx Xxxxxx
PARAGON SOFTWARE (HOLDINGS) )
LIMITED in the presence of: ) /s/ X. Xxxxxxx
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Director
Director/Secretary
EXECUTED A DEED by the said ) /s/ S.D. Xxxxx
XXXXX XXXXXX XXXXX )
in the presence of:- )
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