Option Agreement between Japaninvest Group plc as the Company and Mark Burges Watson as the Employee relating to the grant of a share option under the Enterprise Management Incentive Scheme & under the Long Term Incentive Plan 1
THIS AGREEMENT is dated 01 July 2013 and made BETWEEN: (1) JAPANINVEST GROUP PLC, (the Comp an y ), registered in England and Wales as company number 4547135 and having its registered office at 6 th Floor, 55 Gracechurch Street, London, EC3V 0EE and; (2) Mark Burges Watson, (the Employee ), of Gordon Terrace, 4A Carmel Road, Stanley, Hong Kong, Background: The Company wishes to grant an option to acquire shares in the Company to the Employee. (A) (B) (C) The Company wishes to grant an option to acquire shares in the Company to the Employee for commercial reasons in order to retain the Employee and the grant of such option is not part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax. The Employee is required to work for at least twenty-five hours per week (excluding meal breaks) under his contract of employment with the Company. The Employee does not have a material interest in the Company for the purposes of paragraph 28 of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 ( ITEPA ). Performance criterion under the LTIP: 1) The audited turnover for the financial year ending 31 December 2015 must be greater than GBP12.0m for full vesting (above the lower vesting limit of GBP10.0m for partial vesting). (2) The audited net profits for the financial year ending 31 December 2015 must be greater than GBP1.5m (above the lower vesting limit of GBP0.5m for partial vesting). (3) The share price of the Group must average in excess of 16,000 in the 3 months prior to 1 July 2016. One third of each LTIP option shall be dependent on meeting each of the three performance criteria. For criteria (1) and (2) the award shall be reduced if the criteria is not met on a straight line basis to zero at the lower vesting limit. For performance criteria (3) there is no lower limit and therefore the whole one third of the LTIP grant shall be lost if that performance criteria is not met. 2
NOW THIS AGREEMENT PROVIDES as follows: 1. Grant of Option 1.1 The Company hereby grants an option to acquire the number of ordinary shares of 1 each in the Company as set out in paragraph 3.2 of this Agreement (the Option ) to the Employee, subject to the following provisions of this Agreement. 1.2 The amount payable for each ordinary share in the Company in the event of the Option being exercised (the Option Price ) shall be as set out in paragraph 3.2 of this Agreement. 1.3 The Option shall be personal to the Employee and shall not be capable of assignment. Any purported assignment, pledge, disposal of or dealing with an Option shall cause the Option to lapse forthwith. 1.4 The grant of the Option under this Agreement is made under the provisions of Chapter 9 and Schedule 5 of ITEPA (Enterprise Management Incentives). 2. Exercise of an Option 2.1 The Option may be exercised in whole or in part. 2.2 The Option shall be exercised by delivering to the Secretary of the Company a notice duly signed by the Employee in the form appearing in the Schedule to this Agreement together with payment of the Option Price for each ordinary share in the Company to be acquired and delivery of the Option Certificate appearing in the Schedule to this Agreement for amendment or cancellation as the case may be. 2.3 Exercise of the Option shall only be effective provided that either: (A) (B) the Employee appoints the Company as his agent to sell sufficient ordinary shares in the Company acquired on exercise to meet any liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the notice of exercise is accompanied by payment of a sum equal to any tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. 3
2.4 Subject to any necessary consents and to an Option having been exercised in accordance with this Agreement, the Company shall as soon as practicable after the exercise of an Option make an allotment or procure the transfer to the Employee of the number of ordinary shares specified in the notice exercising the Option. The Company may in its absolute discretion allot or procure the transfer of such ordinary shares in either certificated or uncertificated form. 3. Period of Option 3.1 The Option may not be exercised later than the last exercise date set out in paragraph 3.2 of this Agreement and the Option shall lapse on that date (if it has not already ceased to be exercisable). 3.2 The Option may be exercised as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 800 1 01 July 2016 01 July 2023 3.3 Except as the board of directors of the Company may in their absolute discretion decide in exceptional circumstances, the Option may not be exercised in any of the following circumstances: i) the Employee is no longer an employee of the Company (or of a subsidiary company of the Company), ii) the Employee is in receipt of an offer of employment from a third party, iii) the Employee has given notice to terminate his employment, iv) the Employee has received notice to terminate his employment. In the event that the option is successfully exercised but that it subsequently proves that at the exercise date the Employee was in receipt of an offer of employment, the Company shall have the right to buy back or offer to third parties the shares the subject of the Option at the Option Price. 3.4 If the Employee (or his personal representatives) shall cease to have any rights to exercise an Option under this clause such Option shall lapse. 4. Variation of capital 4.1 In the event of any variation in or reorganisation of the share capital of the Company whether by way of capitalisation or offer by way of rights or reduction, sub-division or consolidation of shares then: (A) (B) the Option Price in respect of the Option; and/or the number of ordinary shares in the Company subject to the Option; 4
may be varied by the board of directors of the Company in such manner as it sees fit after four weeks notice to the Employee or, if challenged by the Employee or any shareholder in the Company within such notice period, as the auditors of the Company for the time being or such other firm or company of chartered accountants appointed by the Company for the purpose (acting as experts and not as arbitrators) advise to be in their opinion fair and reasonable. Such variation by the board of directors of the Company shall be final and binding on the Employee and the Company. 4.2 In no circumstances shall the Option Price as reduced or adjusted pursuant to clause 4.1 in respect of any share under the Option be less than the nominal value of such share. 4.3 Every alteration or variation made pursuant to this clause 4 may be subject to the prior approval of HM Revenue & Customs and shall be notified by the Company to the Employee. 5. Takeover and liquidation 5.1 If at any time either: (A) (B) a general offer is made to acquire the whole of the issued ordinary share capital of the Company or the part thereof which is not already owned by the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror and such offer has become or been declared unconditional; or any scheme of arrangement shall become effective whereby more than 50 per cent. of the issued ordinary share capital of the Company carrying a right to vote in general meetings of the Company shall become vested in another person or in any combination of persons acting in concert then, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, the Employee may at any time within six months of the date upon which the offer becomes unconditional or the scheme of arrangement becomes effective exercise any unexercised Option then held by him. Unless the Board resolves otherwise, at the end of the six month period, the Option shall lapse. 5.2 If at any time an offer is made to acquire the whole of the issued ordinary share capital of the Company at or greater than 16,000 per share, the options shall vest immediately. 5.3 If the offeror becomes entitled or bound under Sections 979 to 982 of the Companies Act 2006 to acquire any ordinary shares in the Company, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any 5
unexercised Option held at any time that the offeror is so entitled or bound. Unless the Board resolves otherwise, upon the offeror ceasing to be either so entitled or bound the Option shall lapse. 5.4 If under Section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement proposed for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option held within the period of six months following the date of sanction by the Court and, unless the Board resolves otherwise, upon the expiry of such period the Option shall lapse. If a notice of a meeting to consider a resolution for any other voluntary winding up of the Company shall be given the Employee shall forthwith and until the commencement of the winding up be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option then held by him before the date on which such resolution is duly passed. Subject to the foregoing provisions of this clause the Option shall lapse on the winding up of the Company. 6. Exchange of Options 6.1 This clause 6 applies where a company (the Acquiring Company ): (A) obtains Control of the Company as a result of: (1) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by it) made on a condition such that if satisfied the Acquiring Company will have Control of the Company; or (2) a general offer to acquire all the ordinary shares of the Company (or such ordinary shares of the Company as are not already owned by the Acquiring Company); or (B) (C) obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 899 of the Companies Act 2006; or becomes bound or entitled to acquire ordinary shares in the Company under Sections 979 to 982 of the Companies Act 2006. 6.2 If as a result of the events specified in clause 6.1(A) or 6.1(B) the Acquiring Company has obtained Control of the Company, or if the Acquiring Company becomes bound or entitled to acquire shares in the Company as specified in clause 6.1(C), any such subsisting Option may at any time during the period specified by paragraph 42 of Schedule 5 to ITEPA with the agreement of the Acquiring Company, CFO or equivalent, and the Company be replaced by a 7
new option on terms which may be agreed between the Company, CFO or equivalent and the Acquiring Company but which satisfies the conditions that it: (A) (B) (C) (D) is a right to acquire shares (provided they are traded on a recognised, designated or other public investment exchange or a market operated by such an exchange) in the Acquiring Company or, as the case may be, another company over whose shares the new option is granted; is the right to acquire such number of shares as has on acquisition of the new option an aggregate market value equal to the aggregate market value of the ordinary shares in the Company subject to the Option immediately before its release; has an option price (being the amount payable for each share in the event of the new option being exercised) such that the total amount payable on exercise is equal to the total amount payable on exercise of the Option; and shall be treated as having been granted at the same time as the Option for the purpose of determining when the new option may be exercised. On grant of the new option the Option shall lapse. Where it is intended that this clause 6 shall apply, prior to the Acquiring Company obtaining Control of the Company (or becoming bound or entitled to acquire shares in the Company as specified in clause 6.1(C)), the Employee shall be so notified. 6.3 The provisions of this clause 6 shall apply with any consequential amendments in the event that Control of the Acquiring Company itself changes as a result of the events specified in clause 6.1. 6.4 For the purposes of this clause 6 Control shall have the same meaning as in section 840 of the Income and Corporation Taxes Act 1988 and controlled shall be construed accordingly. 7. Rights attaching to shares allotted pursuant to an Option 7.1 All ordinary shares in the Company allotted pursuant to the exercise of the Option shall as to voting, dividend, transfer and other rights including those arising in the liquidation of the Company, rank pari passu in all respects and as to one class with the ordinary shares of the Company in issue as at the date of such allotment, save that any allotment made after the earlier of the date of announcement of a proposed dividend or other distribution and the record date of a proposed dividend or other distribution shall be made upon 8
terms that the ordinary shares so allotted are not entitled to participate therein. 7.2 The rights and restrictions attaching to shares in the Company allotted pursuant to the exercise of the Option are set out in the Articles of Association of the Company available from the Company Secretary. The current Articles of Association of the Company are set out in Appendix 2 to this Agreement. 8. Availability of shares The Company will at all times keep sufficient authorised but unissued ordinary shares or have under its control sufficient issued ordinary shares to permit the exercise of all of the unexercised Option. 9. General 9.1 The grant of the Option to the Employee under this Agreement is a matter entirely separate from, and shall not affect, his pension rights and terms of office or employment and, in particular (but without prejudice to the generality of the foregoing), if the Employee shall cease for any reason (including his dismissal by his employer in breach of the terms of his employment contract) to be employed by or hold office in the Company and/or any subsidiary of the Company he shall not be entitled by way of compensation for loss or otherwise howsoever, to any sum or benefit to compensate him for the loss of any right or benefit under this Agreement. 9.2 Provided that the Employee has signed the notice in the form set out in Appendix 1 to this Agreement, the Company shall ensure that that notice is submitted to the Inland Revenue within 92 days of the date of this Agreement. SIGNED Rupert Eastwood FOR AND ON BEHALF OF JAPANINVEST GROUP PLC 8
SIGNED. THE EMPLOYEE 9
SCHEDULE OPTION CERTIFICATE 1. THIS IS TO CERTIFY THAT Mark Burges Watson, (the Employee ), of Gordon Terrace, 4A Carmel Road, Stanley, Hong Kong has been granted an Option to acquire ordinary shares in Japaninvest Group plc in accordance with and subject to the provisions of an agreement dated 01 July 2013. Details of the Option are as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 800 1 01 July 2016 01 July 2023 2. The Option is personal and is not capable of assignment without the agreement of Japaninvest Group plc. Any purported assignment, pledge, disposal of or dealing with an Option without such agreement shall cause the Option to lapse forthwith. EXECUTED as a DEED by JAPANINVEST GROUP PLC acting by one of its directors and its secretary or by two of its directors. Director. Secretary 10
NOTICE OF EXERCISE OF OPTION I am entitled to exercise the Option under the Agreement dated out in the Option Certificate overleaf. as set I now apply for the shares indicated below and request that you arrange for the allotment or transfer of these shares to me. I agree to accept such shares subject to the memorandum and articles of association of Japaninvest Group plc. Number of shares applied for I enclose a cheque made payable to Japaninvest Group plc or have made an electronic transfer Japaninvest Group plc for being payment in full for those shares at the option price per share shown on the option certificate and confirm that: (a) (b) I appoint Japaninvest Group plc (or such third party as it directs) as my agent to sell sufficient shares acquired on exercise to meet the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the cheque accompanying this notice of exercise includes a sum equal to the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. Please tick the appropriate box. Personal Details (block capitals) Mr/Mrs/Miss/Ms FORENAMES ADDRESS POSTCODE SIGNED DATE 11
APPENDIX 1 INSERT EMI FORM 12
APPENDIX 2 ARTICLES OF ASSOCIATION 13
Option Agreement between Japaninvest Group plc as the Company and Mark Burges Watson as the Employee relating to the grant of a share option under the Enterprise Management Incentive Scheme & under the Long Term Incentive Plan 1
THIS AGREEMENT is dated 12 May 2014 and made BETWEEN: (1) JAPANINVEST GROUP PLC, (the Company ), registered in England and Wales as company number 4547135 and having its registered office at 6 th 17 Moorgate, London, EC2R 6AR and; (2) Mark Burges Watson, (the Employee ), of Gordon Terrace, 4A Carmel Road, Stanley, Hong Kong, Background: The Company wishes to grant an option to acquire shares in the Company to the Employee. (A) (B) (C) The Company wishes to grant an option to acquire shares in the Company to the Employee for commercial reasons in order to retain the Employee and the grant of such option is not part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax. The Employee is required to work for at least twenty-five hours per week (excluding meal breaks) under his contract of employment with the Company. The Employee does not have a material interest in the Company for the purposes of paragraph 28 of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003 ( ITEPA ). Performance criterion under the LTIP: 1) The audited turnover for the financial year ending 31 December 2016 must be greater than GBP12.0m for full vesting (above the lower vesting limit of GBP10.0m for partial vesting). (2) The audited net profits for the financial year ending 31 December 2016 must be greater than GBP1.5m (above the lower vesting limit of GBP0.5m for partial vesting). (3) The share price of the Group must average in excess of 16,000 in the 3 months prior to 12 May 2017. One third of each LTIP option shall be dependent on meeting each of the three performance criteria. For criteria (1) and (2) the award shall be reduced if the criteria is not met on a straight line basis to zero at the lower vesting limit. For performance criteria (3) there is no lower limit and therefore the whole one third of the LTIP grant shall be lost if that performance criteria is not met. 2
NOW THIS AGREEMENT PROVIDES as follows: 1. Grant of Option 1.1 The Company hereby grants an option to acquire the number of ordinary shares of 1 each in the Company as set out in paragraph 3.2 of this Agreement (the Option ) to the Employee, subject to the following provisions of this Agreement. 1.2 The amount payable for each ordinary share in the Company in the event of the Option being exercised (the Option Price ) shall be as set out in paragraph 3.2 of this Agreement. 1.3 The Option shall be personal to the Employee and shall not be capable of assignment. Any purported assignment, pledge, disposal of or dealing with an Option shall cause the Option to lapse forthwith. 1.4 The grant of the Option under this Agreement is made under the provisions of Chapter 9 and Schedule 5 of ITEPA (Enterprise Management Incentives). 2. Exercise of an Option 2.1 The Option may be exercised in whole or in part. 2.2 The Option shall be exercised by delivering to the Secretary of the Company a notice duly signed by the Employee in the form appearing in the Schedule to this Agreement together with payment of the Option Price for each ordinary share in the Company to be acquired and delivery of the Option Certificate appearing in the Schedule to this Agreement for amendment or cancellation as the case may be. 2.3 Exercise of the Option shall only be effective provided that either: (A) (B) the Employee appoints the Company as his agent to sell sufficient ordinary shares in the Company acquired on exercise to meet any liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the notice of exercise is accompanied by payment of a sum equal to any tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. 3
2.4 Subject to any necessary consents and to an Option having been exercised in accordance with this Agreement, the Company shall as soon as practicable after the exercise of an Option make an allotment or procure the transfer to the Employee of the number of ordinary shares specified in the notice exercising the Option. The Company may in its absolute discretion allot or procure the transfer of such ordinary shares in either certificated or uncertificated form. 3. Period of Option 3.1 The Option may not be exercised later than the last exercise date set out in paragraph 3.2 of this Agreement and the Option shall lapse on that date (if it has not already ceased to be exercisable). 3.2 The Option may be exercised as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 800 1 12 May 2017 12 May 2024 3.3 Except as the board of directors of the Company may in their absolute discretion decide in exceptional circumstances, the Option may not be exercised in any of the following circumstances: i) the Employee is no longer an employee of the Company (or of a subsidiary company of the Company), ii) the Employee is in receipt of an offer of employment from a third party, iii) the Employee has given notice to terminate his employment, iv) the Employee has received notice to terminate his employment. In the event that the option is successfully exercised but that it subsequently proves that at the exercise date the Employee was in receipt of an offer of employment, the Company shall have the right to buy back or offer to third parties the shares the subject of the Option at the Option Price. 3.4 If the Employee (or his personal representatives) shall cease to have any rights to exercise an Option under this clause such Option shall lapse. 4. Variation of capital 4.1 In the event of any variation in or reorganisation of the share capital of the Company whether by way of capitalisation or offer by way of rights or reduction, sub-division or consolidation of shares then: (A) (B) the Option Price in respect of the Option; and/or the number of ordinary shares in the Company subject to the Option; 4
may be varied by the board of directors of the Company in such manner as it sees fit after four weeks notice to the Employee or, if challenged by the Employee or any shareholder in the Company within such notice period, as the auditors of the Company for the time being or such other firm or company of chartered accountants appointed by the Company for the purpose (acting as experts and not as arbitrators) advise to be in their opinion fair and reasonable. Such variation by the board of directors of the Company shall be final and binding on the Employee and the Company. 4.2 In no circumstances shall the Option Price as reduced or adjusted pursuant to clause 4.1 in respect of any share under the Option be less than the nominal value of such share. 4.3 Every alteration or variation made pursuant to this clause 4 may be subject to the prior approval of HM Revenue & Customs and shall be notified by the Company to the Employee. 5. Takeover and liquidation 5.1 If at any time either: (A) (B) a general offer is made to acquire the whole of the issued ordinary share capital of the Company or the part thereof which is not already owned by the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror and such offer has become or been declared unconditional; or any scheme of arrangement shall become effective whereby more than 50 per cent. of the issued ordinary share capital of the Company carrying a right to vote in general meetings of the Company shall become vested in another person or in any combination of persons acting in concert then, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, the Employee may at any time within six months of the date upon which the offer becomes unconditional or the scheme of arrangement becomes effective exercise any unexercised Option then held by him. Unless the Board resolves otherwise, at the end of the six month period, the Option shall lapse. 5.2 If at any time an offer is made to acquire the whole of the issued ordinary share capital of the Company at or greater than 16,000 per share, the options shall vest immediately. 5.3 If the offeror becomes entitled or bound under Sections 979 to 982 of the Companies Act 2006 to acquire any ordinary shares in the Company, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any 5
unexercised Option held at any time that the offeror is so entitled or bound. Unless the Board resolves otherwise, upon the offeror ceasing to be either so entitled or bound the Option shall lapse. 5.4 If under Section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement proposed for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option held within the period of six months following the date of sanction by the Court and, unless the Board resolves otherwise, upon the expiry of such period the Option shall lapse. If a notice of a meeting to consider a resolution for any other voluntary winding up of the Company shall be given the Employee shall forthwith and until the commencement of the winding up be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option then held by him before the date on which such resolution is duly passed. Subject to the foregoing provisions of this clause the Option shall lapse on the winding up of the Company. 6. Exchange of Options 6.1 This clause 6 applies where a company (the Acquiring Company ): (A) obtains Control of the Company as a result of: (1) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by it) made on a condition such that if satisfied the Acquiring Company will have Control of the Company; or (2) a general offer to acquire all the ordinary shares of the Company (or such ordinary shares of the Company as are not already owned by the Acquiring Company); or (B) (C) obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 899 of the Companies Act 2006; or becomes bound or entitled to acquire ordinary shares in the Company under Sections 979 to 982 of the Companies Act 2006. 6.2 If as a result of the events specified in clause 6.1(A) or 6.1(B) the Acquiring Company has obtained Control of the Company, or if the Acquiring Company becomes bound or entitled to acquire shares in the Company as specified in clause 6.1(C), any such subsisting Option may at any time during the period specified by paragraph 42 of Schedule 5 to ITEPA with the agreement of the Acquiring Company, CFO or equivalent, and the Company be replaced by a 6
new option on terms which may be agreed between the Company, CFO or equivalent and the Acquiring Company but which satisfies the conditions that it: (A) (B) (C) (D) is a right to acquire shares (provided they are traded on a recognised, designated or other public investment exchange or a market operated by such an exchange) in the Acquiring Company or, as the case may be, another company over whose shares the new option is granted; is the right to acquire such number of shares as has on acquisition of the new option an aggregate market value equal to the aggregate market value of the ordinary shares in the Company subject to the Option immediately before its release; has an option price (being the amount payable for each share in the event of the new option being exercised) such that the total amount payable on exercise is equal to the total amount payable on exercise of the Option; and shall be treated as having been granted at the same time as the Option for the purpose of determining when the new option may be exercised. On grant of the new option the Option shall lapse. Where it is intended that this clause 6 shall apply, prior to the Acquiring Company obtaining Control of the Company (or becoming bound or entitled to acquire shares in the Company as specified in clause 6.1(C)), the Employee shall be so notified. 6.3 The provisions of this clause 6 shall apply with any consequential amendments in the event that Control of the Acquiring Company itself changes as a result of the events specified in clause 6.1. 6.4 For the purposes of this clause 6 Control shall have the same meaning as in section 840 of the Income and Corporation Taxes Act 1988 and controlled shall be construed accordingly. 7. Rights attaching to shares allotted pursuant to an Option 7.1 All ordinary shares in the Company allotted pursuant to the exercise of the Option shall as to voting, dividend, transfer and other rights including those arising in the liquidation of the Company, rank pari passu in all respects and as to one class with the ordinary shares of the Company in issue as at the date of such allotment, save that any allotment made after the earlier of the date of announcement of a proposed dividend or other distribution and the record date of a proposed dividend or other distribution shall be made upon 7
terms that the ordinary shares so allotted are not entitled to participate therein. 7.2 The rights and restrictions attaching to shares in the Company allotted pursuant to the exercise of the Option are set out in the Articles of Association of the Company available from the Company Secretary. The current Articles of Association of the Company are set out in Appendix 2 to this Agreement. 8. Availability of shares The Company will at all times keep sufficient authorised but unissued ordinary shares or have under its control sufficient issued ordinary shares to permit the exercise of all of the unexercised Option. 9. General 9.1 The grant of the Option to the Employee under this Agreement is a matter entirely separate from, and shall not affect, his pension rights and terms of office or employment and, in particular (but without prejudice to the generality of the foregoing), if the Employee shall cease for any reason (including his dismissal by his employer in breach of the terms of his employment contract) to be employed by or hold office in the Company and/or any subsidiary of the Company he shall not be entitled by way of compensation for loss or otherwise howsoever, to any sum or benefit to compensate him for the loss of any right or benefit under this Agreement. 9.2 Provided that the Employee has signed the notice in the form set out in Appendix 1 to this Agreement, the Company shall ensure that that notice is submitted to the Inland Revenue within 92 days of the date of this Agreement. SIGNED Rupert Eastwood FOR AND ON BEHALF OF JAPANINVEST GROUP PLC 8
SIGNED. THE EMPLOYEE 9
SCHEDULE OPTION CERTIFICATE 1. THIS IS TO CERTIFY THAT Mark Burges Watson, (the Employee ), of Gordon Terrace, 4A Carmel Road, Stanley, Hong Kong has been granted an Option to acquire ordinary shares in Japaninvest Group plc in accordance with and subject to the provisions of an agreement dated 12 May 2014 Details of the Option are as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 800 1 12 May 2017 12 May 2024 2. The Option is personal and is not capable of assignment without the agreement of Japaninvest Group plc. Any purported assignment, pledge, disposal of or dealing with an Option without such agreement shall cause the Option to lapse forthwith. EXECUTED as a DEED by JAPANINVEST GROUP PLC acting by one of its directors and its secretary or by two of its directors. Director. Secretary 10
NOTICE OF EXERCISE OF OPTION I am entitled to exercise the Option under the Agreement dated out in the Option Certificate overleaf. as set I now apply for the shares indicated below and request that you arrange for the allotment or transfer of these shares to me. I agree to accept such shares subject to the memorandum and articles of association of Japaninvest Group plc. Number of shares applied for I enclose a cheque made payable to Japaninvest Group plc or have made an electronic transfer Japaninvest Group plc for being payment in full for those shares at the option price per share shown on the option certificate and confirm that: (a) (b) I appoint Japaninvest Group plc (or such third party as it directs) as my agent to sell sufficient shares acquired on exercise to meet the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the cheque accompanying this notice of exercise includes a sum equal to the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. Please tick the appropriate box. Personal Details (block capitals) Mr/Mrs/Miss/Ms FORENAMES ADDRESS POSTCODE SIGNED DATE 11
APPENDIX 1 INSERT EMI FORM 12
APPENDIX 2 ARTICLES OF ASSOCIATION 13
Stock Grant Agreement between Japaninvest Group plc as the Company and Mark Burges Watson as the Employee relating to the grant of a share option under the Employee Stock Grant Scheme 1
THIS AGREEMENT is dated 12 th May 2014 and made BETWEEN: (1) JAPANINVEST GROUP PLC, (the Company ), registered in England and Wales as company number 4547135 and having its registered office at 6 th Floor, 17 Moorgate, London, EC2R 6AR and; (2) Mark Burges Watson (the Employee ), of 4A Gordon Terrace, Carmel Road, Stanley, Hong Kong. Background: The Company wishes to grant an option under the Employee Stock Grant Scheme (approved by the Board on 13 August 2008) to acquire shares in the Company to the Employee. NOW THIS AGREEMENT PROVIDES as follows: 1. Grant of Option 1.1 The Company hereby grants an option to acquire the number of ordinary shares of 1 each in the Company as set out in paragraph 3.2 of this Agreement (the Option ) to the Employee, subject to the following provisions of this Agreement. 1.2 The amount payable for each ordinary share in the Company in the event of the Option being exercised (the Option Price ) shall be as set out in paragraph 3.2 of this Agreement. 1.3 The Option shall be personal to the Employee and shall not be capable of assignment. Any purported assignment, pledge, disposal of or dealing with an Option shall cause the Option to lapse forthwith. 2. Exercise of an Option 2.1 The Option may be exercised in whole or in part. 2.2 The Option shall be exercised by delivering to the Secretary of the Company a notice duly signed by the Employee in the form appearing in the Schedule to this Agreement together with payment of the Option Price for each ordinary share in the Company to be acquired and delivery of the Option Certificate appearing in the Schedule to this Agreement for amendment or cancellation as the case may be. 2
2.3 Exercise of the Option shall only be effective provided that either: (A) (B) the Employee appoints the Company as his agent to sell sufficient ordinary shares in the Company acquired on exercise to meet any liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the notice of exercise is accompanied by payment of a sum equal to any tax (including but without limitation income tax and employees national insurance contributions or similar) which the Company is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. 2.4 Subject to any necessary consents and to an Option having been exercised in accordance with this Agreement, the Company shall as soon as practicable after the exercise of an Option make an allotment or procure the transfer to the Employee of the number of ordinary shares specified in the notice exercising the Option. The Company may in its absolute discretion allot or procure the transfer of such ordinary shares in either certificated or uncertificated form. 3. Period of Option 3.1 The Option may not be exercised later than the last exercise date set out in paragraph 3.2 of this Agreement and the Option shall lapse on that date (if it has not already ceased to be exercisable). 3.2 The Option may be exercised as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 137 1 04 April 2015 04 April 2020 137 1 04 April 2016 04 April 2020 136 1 04 April 2017 04 April 2020 3.3 Except as the board of directors of the Company may in their absolute discretion decide in exceptional circumstances, the Option may not be exercised in any of the following circumstances: i) the Employee is no longer an employee of the Company (or of a subsidiary company of the Company), ii) the Employee is in receipt of an offer of employment from a third party, iii) the Employee has given notice to terminate his employment, iv) the Employee has received notice to terminate his employment. In the event that the option is successfully exercised but that it subsequently proves that at the exercise date the Employee was in receipt of an offer of employment, the Company shall have the right to buy back or offer to third parties the shares the subject of the Option at the Option Price. 3
3.4 If the Employee (or his personal representatives) shall cease to have any rights to exercise an Option under this clause such Option shall lapse. 4. Variation of capital 4.1 In the event of any variation in or reorganisation of the share capital of the Company whether by way of capitalisation or offer by way of rights or reduction, sub-division or consolidation of shares then: (A) (B) the Option Price in respect of the Option; and/or the number of ordinary shares in the Company subject to the Option; may be varied by the board of directors of the Company in such manner as it sees fit after four weeks notice to the Employee or, if challenged by the Employee or any shareholder in the Company within such notice period, as the auditors of the Company for the time being or such other firm or company of chartered accountants appointed by the Company for the purpose (acting as experts and not as arbitrators) advise to be in their opinion fair and reasonable. Such variation by the board of directors of the Company shall be final and binding on the Employee and the Company. 4.2 In no circumstances shall the Option Price as reduced or adjusted pursuant to clause 4.1 in respect of any share under the Option be less than the nominal value of such share. 4.3 Every alteration or variation made pursuant to this clause 4 may be subject to the prior approval of HM Revenue & Customs and shall be notified by the Company to the Employee. 5. Takeover and liquidation 5.1 If at any time either: (A) (B) a general offer is made to acquire the whole of the issued ordinary share capital of the Company or the part thereof which is not already owned by the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror and such offer has become or been declared unconditional; or any scheme of arrangement shall become effective whereby more than 50 per cent. of the issued ordinary share capital of the Company carrying a right to vote in general meetings of the Company shall become vested in another person or in any combination of persons acting in concert then, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, the Employee may at any time within six months of the date upon which the offer becomes unconditional or the scheme of arrangement becomes effective exercise any unexercised Option then held by 4
him. Unless the Board resolves otherwise, at the end of the six month period, the Option shall lapse. 5.2 If the offeror becomes entitled or bound under Sections 979 to 982 of the Companies Act 2006 to acquire any ordinary shares in the Company, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option held at any time that the offeror is so entitled or bound. Unless the Board resolves otherwise, upon the offeror ceasing to be either so entitled or bound the Option shall lapse. 5.3 If under Section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement proposed for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Employee shall be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option held within the period of six months following the date of sanction by the Court and, unless the Board resolves otherwise, upon the expiry of such period the Option shall lapse. 5.4 If a notice of a meeting to consider a resolution for any other voluntary winding up of the Company shall be given the Employee shall forthwith and until the commencement of the winding up be entitled, subject to clause 3 (except clause 3.2 shall no longer apply as to the exercise dates) and clause 6, to exercise any unexercised Option then held by him before the date on which such resolution is duly passed. Subject to the foregoing provisions of this clause the Option shall lapse on the winding up of the Company. 6. Exchange of Options 6.1 This clause 6 applies where a company (the Acquiring Company ): (A) obtains Control of the Company as a result of: (1) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by it) made on a condition such that if satisfied the Acquiring Company will have Control of the Company; or (2) a general offer to acquire all the ordinary shares of the Company (or such ordinary shares of the Company as are not already owned by the Acquiring Company); or (B) (C) obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 899 of the Companies Act 2006; or becomes bound or entitled to acquire ordinary shares in the Company under Sections 979 to 982 of the Companies Act 2006. 5
6.2 If as a result of the events specified in clause 6.1(A) or 6.1(B) the Acquiring Company has obtained Control of the Company, or if the Acquiring Company becomes bound or entitled to acquire shares in the Company as specified in clause 6.1(C), any such subsisting Option may at any time during the period specified by paragraph 42 of Schedule 5 to ITEPA with the agreement of the Acquiring Company, CFO or equivalent, and the Company be replaced by a new option on terms which may be agreed between the Company, CFO or equivalent and the Acquiring Company but which satisfies the conditions that it: (A) (B) (C) (D) is a right to acquire shares (provided they are traded on a recognised, designated or other public investment exchange or a market operated by such an exchange) in the Acquiring Company or, as the case may be, another company over whose shares the new option is granted; is the right to acquire such number of shares as has on acquisition of the new option an aggregate market value equal to the aggregate market value of the ordinary shares in the Company subject to the Option immediately before its release; has an option price (being the amount payable for each share in the event of the new option being exercised) such that the total amount payable on exercise is equal to the total amount payable on exercise of the Option; and shall be treated as having been granted at the same time as the Option for the purpose of determining when the new option may be exercised. On grant of the new option the Option shall lapse. Where it is intended that this clause 6 shall apply, prior to the Acquiring Company obtaining Control of the Company (or becoming bound or entitled to acquire shares in the Company as specified in clause 6.1(C)), the Employee shall be so notified. 6.3 The provisions of this clause 6 shall apply with any consequential amendments in the event that Control of the Acquiring Company itself changes as a result of the events specified in clause 6.1. 6.4 For the purposes of this clause 6 Control shall have the same meaning as in section 840 of the Income and Corporation Taxes Act 1988 and controlled shall be construed accordingly. 7. Rights attaching to shares allotted pursuant to an Option 7.1 All ordinary shares in the Company allotted pursuant to the exercise of the Option shall as to voting, dividend, transfer and other rights including those arising in the liquidation of the Company, rank pari passu in all respects and as to one class with the ordinary shares of the Company in issue as at the date of such allotment, save that any allotment made after the earlier of the date of announcement of a proposed dividend or other distribution and the record date of 6
SCHEDULE OPTION CERTIFICATE 1. THIS IS TO CERTIFY THAT Mark Burges Watson, (the Employee ), of 4A Gordon Terrace, Carmel Road, Stanley, Hong Kong has been granted an Option to acquire ordinary shares in Japaninvest Group plc in accordance with and subject to the provisions of an agreement dated 12 May 2014. Details of the Option are as follows: Number of ordinary shares over which options granted Option Price (per share) First exercise date Last exercise date 137 1 04 April 2015 04 April 2020 137 1 04 April 2016 04 April 2020 136 1 04 April 2017 04 April 2020 2. The Option is personal and is not capable of assignment without the agreement of Japaninvest Group plc. Any purported assignment, pledge, disposal of or dealing with an Option without such agreement shall cause the Option to lapse forthwith. EXECUTED as a DEED by JAPANINVEST GROUP PLC acting by one of its directors and its secretary or by two of its directors. Director. Secretary 8
NOTICE OF EXERCISE OF OPTION I am entitled to exercise the Option under the Agreement dated in the Option Certificate overleaf. as set out I now apply for the shares indicated below and request that you arrange for the allotment or transfer of these shares to me. I agree to accept such shares subject to the memorandum and articles of association of Japaninvest Group plc. Number of shares applied for I enclose a cheque made payable to Japaninvest Group plc or have made an electronic transfer Japaninvest Group plc for being payment in full for those shares at the option price per share shown on the option certificate and confirm that: (a) (b) I appoint Japaninvest Group plc (or such third party as it directs) as my agent to sell sufficient shares acquired on exercise to meet the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option; or the cheque accompanying this notice of exercise includes a sum equal to the liability to tax (including but without limitation income tax and employees national insurance contributions or similar) which Japaninvest Group plc is obliged to pay or account for to any tax authority in respect of any issue or transfer of any shares on the exercise of the Option. Please tick the appropriate box. Personal Details (block capitals) Mr/Mrs/Miss/Ms FORENAMES ADDRESS POSTCODE SIGNED DATE 9