<PAGE>
EXHIBIT 4.05
INSIGNIA SOLUTIONS PLC
THE RULES
OF THE
INSIGNIA SOLUTIONS
U.K. EMPLOYEE SHARE OPTION SCHEME 1996
ADOPTED IN GENERAL MEETING ON 19 APRIL 1996
AND AMENDED IN GENERAL MEETING ON 29 MAY 1997
AND IN GENERAL MEETING ON 27 MAY 1999
<PAGE>
CONTENTS
<TABLE>
CLAUSE PAGE
<S> <C> <C>
1 Definitions 1
2 Grant of Options 5
3 Exercise Price 5
4 Limitations 6
5 Exercise and Lapse of Options 6
6 Payment of Exercise Price 9
7 Takeover and Liquidation 10
8 Variation in the Share Capital of the Company 14
9 Rights of Ordinary Shares Allotted 14
10 Availability of Shares 15
11 Buyout of Options 15
12 Transfers of Options 15
13 Employment with the Company 16
14 Documents 16
15 Administration 16
16 Governing Law 17
APPENDIX - Option Certificate
</TABLE>
<PAGE>
INSIGNIA SOLUTIONS
U.K. EMPLOYEE SHARE OPTION SCHEME 1996
<TABLE>
<CAPTION>
<S> <C>
1 DEFINITIONS
1.1 In this Scheme references to the following words and
expressions shall bear the following meanings:-
ACT: the Income and Corporation Taxes Act 1988;
ADOPTION DATE: the date on which the Scheme is adopted by the
Company in general meeting;
AFFILIATE: any company that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or
is under common control with the Company where "control"
(including the terms "controlled by" and "under common control
with") means the possession, direct or indirect, of the power
to cause the direction of the management and policies of the
company, whether through the ownership of voting securities,
by contract or otherwise;
AUDITORS: the auditors for the time being of the Company;
BOARD: the Board of Directors of the Company;
COMMITTEE: the Compensation Committee of the Board or such
duly constituted committee of the Board comprising of at least
two Disinterested Persons and which complies with the
provisions of Section 16 of the Exchange Act whilst the
Company is subject to the provisions of such Section;
COMPANY: Insignia Solutions plc;
CONTROL: has the same meaning as in Section 840 of the Act;
CONVERSION RATE: the average currency conversion rate quoted
by the Bank of
<PAGE>
America in London as the price for Pounds Sterling purchased
with US Dollars;
DATE OF GRANT: the date on which an Option is granted as
specified in the relevant Option Certificate;
DISINTERESTED PERSON: a director who has not, during the
period that person is a member of the Committee and for one
year prior to service as a member of the Committee, been
granted or awarded equity securities pursuant to the Scheme or
any other employee share scheme of the Company or any Parent,
Subsidiary or Affiliate of the Company, except in accordance
with the requirements set forth in rules as promulgated by the
SEC under Section 16(b) of the Exchange Act, as such rules are
amended from time to time and as interpreted by the SEC;
EXCHANGE ACT: the statute in the United States of America
known as the Securities Exchange Act 1934, as amended;
EXERCISE PRICE: the amount payable for an Option Share on the
exercise of an Option to be determined in accordance with Rule
3;
GROUP: the Company, its holding company and subsidiaries (as
defined in Section 736 of the Companies Act 1985);
INSIDER: an officer or director of the Company or any other
person whose transactions in the Ordinary Shares are subject
to Section 16 of the Exchange Act;
LAST EXERCISE DATE: in respect of any Option or part of any
Option, the date specified in the relevant Option Certificate
as determined by the Committee being a date not later than ten
years after the Date of Grant of the Option;
MARKET VALUE:
(a) if Ordinary Shares, or instruments evidencing
Ordinary Shares, are then quoted on the Nasdaq
National Market the closing price on the Nasdaq
National Market System on the trading day immediately
preceding the Date of Grant of an Option, or, if no
such reported sale takes place on such date,
2
<PAGE>
the closing price on the next preceding trading date
on which a reported sale occurred;
(b) if Ordinary Shares, or instruments evidencing
Ordinary Shares, are publicly traded and are then
listed on a national securities exchange, the closing
price on the trading day immediately preceding the
Date of Grant of an Option, or, if no reported sale
takes place on such date, the closing price on the
next preceding trading day on which a reported sale
occurred;
(c) if Ordinary Shares, or instruments evidencing
Ordinary Shares, are publicly traded but are not
quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities
exchange, the average of the closing bid and asked
prices on the day immediately preceding the Date of
Grant of an Option, as reported by The Wall Street
Journal, for the over-the-counter market;
(d) if none of the foregoing is applicable, by the Board
in good faith.
1986 SCHEME: the Company's 1986 Executive Share Option Scheme;
OPTION SCHEME: a right to acquire Option Shares granted
pursuant to the Scheme;
OPTION CERTIFICATE: the Option Certificate substantially in
the form set out in the Appendix as such certificate may be
amended by the Committee from time to time;
OPTION HOLDER: a Qualified Person who holds an Option in
accordance with the terms of the Scheme or where the context
permits a person becoming entitled to any such Option in
consequence of the death of the original Option Holder;
OPTION SHARES: issued or unissued Ordinary Shares in respect
of which an Option is granted;
ORDINARY SHARES: the ordinary shares in the capital of the
Company and any instruments evidencing such Ordinary Shares;
3
<PAGE>
PARENT: any company (other than the Company) in an unbroken
chain of companies ending with the Company, if at the time of
the granting of an Option under the Scheme, each of such
companies other than the Company owns shares possessing 50 per
cent or more of the total combined voting power of all classes
of shares in one of the other companies in such chain;
QUALIFIED PERSON: any employee (including officers and
directors who are also employees) of a company in the Group;
THE SCHEME: this Insignia Solutions U.K. Employee Share Option
Scheme 1996 in its present form with and subject to any
amendments hereto properly effected;
SEC: the United States of America Securities and Exchange
Commission;
SUBSIDIARY: any company (other than the Company) in an
unbroken chain of companies beginning with the Company if, at
the time of granting of an Option, each of the companies other
than the last company in the unbroken chain owns shares
possessing 50 per cent or more of the total combined voting
power of all classes of shares in one of the other companies
in such chain.
1.2 In this Scheme (unless the context requires otherwise):-
1.2.1 any reference to any statute or statutory provision shall be
construed as including a reference to any modification,
re-enactment or extension of such statute or statutory
provision for the time being in force, to any subordinate
legislation made under the same and to any former statutes or
statutory provisions which it consolidated or re-enacted;
1.2.2 any reference to a Rule is to a Rule of this Scheme, as
amended from time to time;
1.2.3 the singular includes a reference to the plural and vice
versa;
1.2.4 the masculine gender shall include the feminine gender;
4
<PAGE>
1.2.5 references to the exercise of an Option shall where the
context so allows include the exercise of an Option in part.
2 GRANT OF OPTIONS
2.1 Subject to the limitations and conditions of the Scheme and
unless prohibited by law, the Committee may grant Options
following the Adoption Date at any time to any Qualified
Person as it may in its sole discretion determine.
2.2 On the grant of an Option, the Committee shall determine the
Exercise Price (calculated in accordance with Rule 3) and the
Last Exercise Date of the Option and shall specify such
details in the Option Certificate.
2.3 There shall be no consideration payable for the grant of an
Option.
2.4 As soon as practicable after the grant of an Option the
Committee shall arrange for the despatch of an Option
Certificate duly sealed or executed as a deed by the Company
to each Option Holder to whom an Option has been granted. An
Option Holder may disclaim an Option by notice in writing to
the Company within fourteen days after the date of the Option
Certificate.
3 EXERCISE PRICE
3.1 Subject to adjustment pursuant to Rule 8, the Exercise Price
at the relevant Date of Grant shall be determined by the
Committee but it may not be less than the higher of:-
3.1.1 where the Option is an option to subscribe for Ordinary
Shares, the US Dollar equivalent of the nominal value of an
Ordinary Share calculated by reference to the prevailing
Conversion Rate; and
3.1.2 the Market Value of an Ordinary Share.
3.2 The Exercise Price shall be expressed in US Dollars.
5
<PAGE>
4 LIMITATIONS
4.1 No Options shall be granted under the Scheme later than ten
years after the Adoption Date.
4.2 Subject to adjustment pursuant to Rule 8, no Option shall be
granted if the number of Ordinary Shares over which it is
proposed to grant the Option when aggregated with all Ordinary
Shares which have been issued or which might be issued in the
future pursuant to options and rights (excluding those which
have lapsed or have been surrendered) granted under the 1988
US Stock Option Plan, the 1995 Incentive Stock Option Plan for
US Employees and the 1986 Scheme will exceed 5,072,071
Ordinary Shares.
4.3 If an Option is granted in excess of the limitation in Rule
4.2, such Option shall be limited and take effect over such
number of Ordinary Shares as would be within the said
limitation and the Committee shall, if appropriate, as soon as
practicable arrange for any original Option Certificate to be
cancelled and a replacement Option Certificate to be issued in
its place.
5 EXERCISE AND LAPSE OF OPTIONS
5.1 Notwithstanding any other provision of this Rule 5, an Option
shall not in any event be exercisable more than ten years
after the Date of Grant of that Option.
5.2 Options may be exercised by an Option Holder who is a
Qualified Person as follows:-
5.2.1 where such an Option Holder does not hold a subsisting option
granted under the 1986 Scheme at the Date of Grant of the
first Option granted to him then such first Option may be
exercised on or after the first anniversary of the Date of
Grant as to 1/48th of the number of Ordinary Shares comprised
in such Option (rounded to the nearest whole number) for each
complete month he has been employed by the Group since the
Date of Grant and shall lapse on the Last Exercise Date;
6
<PAGE>
5.2.1.1 where such an Option Holder holds a
subsisting option granted under the 1986
Scheme at the Date of Grant of the first
Option granted to him; or
5.2.1.2 in the case of each Option granted to such
Option Holder after his first Option
then such Options may be exercised as to 1/48th of the number
of Ordinary Shares comprised in such Option (rounded to the
nearest whole number) for each complete month he has been
employed by the Group since the Date of Grant and shall lapse
on the Last Exercise Date.
5.3 An Option may be exercised otherwise than as set out in Rule
5.2 in the circumstances and during the periods set out
below:-
5.3.1 if an Option Holder ceases to be employed by the Group by
reason of his death his Option may be exercised to the extent
that his Option would have been exercisable at the time of his
death within eighteen months of his death (or such longer
period not exceeding five years as may be determined by the
Committee) by his legal personal representatives provided that
such exercise is not later than the Last Exercise Date and
thereafter the Option shall lapse;
5.3.2 if an Option Holder ceases to be employed by the Group by
reason of his disability (as determined by the Committee) his
Option may be exercised to the extent that his Option would
have been exercisable at the time of his cessation of
employment within twelve months of the date of such cessation
(or such longer period not exceeding five years as may be
determined by the Committee) provided that such exercise is
not later than the Last Exercise Date and thereafter the
Option shall lapse;
5.3.3 if an Option Holder ceases to be employed by the Group
(otherwise than by reason of his death or disability) his
Option may be exercised to the extent that his Option would
have been exercisable at the time of cessation of his
employment within three months of the date of such cessation
(or such longer period not exceeding five years as may be
determined by the Committee)
7
<PAGE>
provided that such exercise is not later than the Last
Exercise Date and thereafter his Option shall lapse.
5.4 Each Option is to be exercisable by an Option Holder to the
extent that the Option has become exercisable in whole or in
part.
5.5 Exercise of an Option is to be by application in writing
addressed to the Company and specifying the number of Option
Shares in respect of which the Option is being exercised on
that occasion and the method of payment of the Exercise Price
for such Option Shares, such application to be delivered or
sent by prepaid post to the registered office for the time
being of the Company or to such office as may from time to
time be specified by the Company in writing to the Option
Holder.
5.6 Subject to the regulations and enactments for the time being
in force under any applicable national or foreign securities
law and any rules, regulations and other requirements of any
stock exchange or automated quotation system upon which the
Ordinary Shares may be listed or quoted and subject to
compliance by the Option Holder with the terms of the Option
the Company will after receipt of the application make an
allotment to the Option Holder of the number of Ordinary
Shares specified in the application at the Exercise Price (as
adjusted in accordance with the provisions of the Scheme) and
will (subject to the provisions of Rule 5.7) deliver to the
Option Holder evidence of title to such Ordinary Shares
provided that instead of allotting and issuing the appropriate
number of Ordinary Shares the Company shall have the right to
satisfy its obligations of allotment by (in whole or in part)
procuring that some or all of the Ordinary Shares are
transferred by a third party to the relevant Option Holder.
For these purposes delivery or transfer to an Option Holder
includes delivery or transfer to a nominee for the Option
Holder provided that the Option Holder acquires the beneficial
ownership of the Ordinary Shares delivered or transferred.
5.7 The Company shall have no obligation to issue or deliver
certificates for Ordinary Shares under the Scheme prior to:-
8
<PAGE>
5.7.1 obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and
5.7.2 completion of any registration or other qualification of the
Ordinary Shares under any applicable national or foreign law
or ruling of any governmental body that the Company determines
to be necessary or advisable.
6 PAYMENT OF EXERCISE PRICE
6.1 Payment of the Exercise Price for the Ordinary Shares may be
made in cash (by cheque) or where expressly approved for the
Option Holder by the Committee and where permitted by law:-
6.1.1 by waiver of remuneration due or accrued to the Option Holder
by any company in the Group for services rendered;
6.1.2 provided that a public market for the Ordinary Shares exists:-
6.1.2.1 through a "same day sale" commitment from
the Option Holder and a broker-dealer that
is a member of the National Association of
Securities Dealers ("a NASD Dealer") whereby
the Option Holder irrevocably elects to
exercise his Option and to sell a portion of
the Ordinary Shares so subscribed for in
order to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits
upon receipt of such Ordinary Shares to
forward the Exercise Price directly to the
Company; or
6.1.2.2 through a "margin" commitment from an Option
Holder and a NASD Dealer whereby the Option
Holder irrevocably elects to exercise his
Option and to pledge the Ordinary Shares so
subscribed for to the NASD Dealer in a
margin account as security for a loan from
the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such
Ordinary Shares to forward the Exercise
Price directly to the Company; or
9
<PAGE>
6.1.3 by any combination of cash and the methods described in this
Rule 6.1.
6.2 Where the payment is to be made in Pounds Sterling then the
amount payable shall be calculated by reference to the
Conversion Rate prevailing at the date of payment.
7 TAKEOVER AND LIQUIDATION
7.1 In the event of:-
7.1.1 any person obtaining Control of the Company as a result of
making:-
7.1.1.1 a general offer to acquire the whole of the
issued ordinary share capital of the Company
(not already owned by such person) which is
made on a condition such that if it is
satisfied the person making the offer will
have Control of the Company; or
7.1.1.2 a general offer to acquire all the shares in
the Company which are of the same class as
the Option Shares (not already owned by such
person);
7.1.2 any company obtaining Control of the Company in pursuance of a
compromise or arrangement sanctioned by the Court under
Section 425 of the Companies Act 1985; or
7.1.3 the sale of substantially all of the assets of the Company;
the purchaser or acquiring company ("the Acquiring Company")
may:-
7.1.4 in consideration for the release by an Option Holder of his
subsisting Option grant to such Option Holder a new option
over shares in the Acquiring Company which is otherwise
equivalent (as defined in Rule 7.8) to his subsisting Option;
10
<PAGE>
7.1.5 in consideration for the release by an Option Holder of his
subsisting Option grant to such Option Holder an equivalent
new option over shares in the Acquiring Company governed by
the rules of an employee share option scheme of the Acquiring
Company; or
7.1.6 offer substantially similar consideration to Option Holders as
is offered to shareholders of the Company (after taking into
account the existing provisions of the Option).
7.2 In the event that the Acquiring Company, pursuant to a
transaction described in Rule 7.1.1 above, refuses to make a
proposal as described in Rules 7.1.4 to 7.1.6 above to an
Option Holder prior to the commencement of the earliest of the
periods described in Rules 7.2.1.1 and 7.2.1.2 below, then:-
7.2.1 if his Option has already become capable of exercise under
these Rules then the Option Holder may exercise it to the
extent that the Option has become exercisable until the end of
whichever of the following periods finishes earliest:-
7.2.1.1 a period of one month beginning with the
time when the Acquiring Company has obtained
Control of the Company and (if applicable)
any condition subject to which the offer is
made is satisfied; and
7.2.1.2 if the Acquiring Company becomes bound or
entitled to acquire the shares in the
Company under Sections 428 to 430F of the
Companies Act 1985, the period when that
person remains so bound or entitled
and then any such Options as remain unexercised shall lapse;
7.2.2 if his Option has not already become capable of exercise under
these Rules then such Option shall lapse at such time and on
such conditions as the Board shall determine.
11
<PAGE>
7.3 For the purposes of Rules 7.1 and 7.2 above a person shall be
deemed to have obtained Control of the Company if he and
others acting in concert with him have together obtained
Control of it.
7.4 In the event that the Acquiring Company, pursuant to a
transaction described in Rule 7.1.2 above, refuses to make a
proposal as described in Rules 7.1.4 to 7.1.6 above to an
Option Holder prior to the expiry of one month after the Court
sanctions the compromise or arrangement then his Option shall
be subject to the provisions of Rule 7.7.
7.5 In the event that the Acquiring Company, pursuant to a
transaction described in Rule 7.1.3 above, refuses to make a
proposal as described in Rules 7.1.4 to 7.1.6 above to an
Option Holder then his Option shall lapse at such time and on
such conditions as the Board shall determine.
7.6 In the event of a members' voluntary winding up of the Company
any Option Holder may, by notice in writing to the Company
within 60 days of the commencement of the winding up (such
notice being accompanied by payment of the Exercise Price),
elect in relation to any Option which has already become
capable of exercise under these Rules to be treated as if that
Option had been exercised either to the full extent that it is
then capable of being exercised or to the extent specified in
the notice, immediately before the commencement of the winding
up, and such Option Holder shall then be entitled to be paid a
sum equal to the amount he would have received as a holder of
the Ordinary Shares to which he would have been entitled upon
such exercise. Subject as aforesaid, all Options shall lapse
on the winding up of the Company.
7.7 If under Section 425 of the Companies Act 1985 it is proposed
that the court sanctions a compromise or arrangement proposed
for the purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any
other company or companies the Company shall give notice
thereof to all Option Holders at the same time as it sends
notices to members of the Company summoning the meeting to
consider such a compromise or arrangement. Then at the time
that such notice is given:-
12
<PAGE>
7.7.1 if the Option has already become capable of exercise under
these Rules, the Option Holder may exercise the Option, to the
extent that the Option has become exercisable, before the
expiry of the later of one month from the date of such notice
and one month from the date on which the Court sanctions the
compromise or arrangement and thereafter the Option shall
lapse. The exercise of an Option under this Rule 7.7.1 shall
be conditional on such compromise or arrangement becoming
effective;
7.7.2 if the Option has not already become capable of exercise under
these Rules the Option shall lapse at such time and on such
conditions as the Board shall determine.
It shall be a condition of exercising the Option under this
Rule 7.7 that, after exercising the Option, the Option Holder
shall transfer or otherwise deal with the Ordinary Shares
issued to him so as to place him in the same position (or as
near as possible) as would have been the case if such Ordinary
Shares had been subject to such compromise or arrangement.
7.8 For the purposes of Rule 7.1.4 above a new option over shares
in the Acquiring Company (hereinafter called the "New Option")
shall be equivalent to a subsisting option (hereinafter called
the "Old Option") if the date of grant is deemed to be the
same date as the Date of Grant of the Old Option; if the
aggregate exercise price of the Ordinary Shares subject to the
New Option is as nearly as practicable the same as the
aggregate Exercise Price of the Ordinary Shares subject to the
Old Option; and (save as provided in the Rules and save for
the number, description and Exercise Price of the Ordinary
Shares subject to the New Option) the other rights and terms
attaching to the New Option are as nearly as practicable the
same as those attaching to the Old Option. The New Option
shall, for all other purposes of the Scheme, be treated as
having been acquired at the same time as the Old Option.
7.9 With effect from the date on which an Option Holder releases
the Old Option in consideration of the grant to him of the New
Option, Rule 1 and Rules 5 to 16 inclusive shall, in relation
to the New Option, be construed for the purposes of that New
Option as if references directly or indirectly to "the
Company" and to
13
<PAGE>
"Ordinary Shares" were references to the Acquiring Company and
to shares in the Acquiring Company.
7.10 Subject to the provisions of Rule 7.1 to 7.9 above, if any of
the corporate transactions described in such Rules should
occur, any outstanding Options shall be treated in the manner
provided for in the applicable agreement or plan of such
corporate transaction.
8 VARIATION IN THE SHARE CAPITAL OF THE COMPANY
8.1 On any variation of the share capital of the Company (whether
by way of capitalisation or rights issue, sub-division or
consolidation of the Ordinary Shares or a share capital
reduction) the Exercise Price and/or the number and nominal
value of Ordinary Shares comprised in an Option and/or the
aggregate maximum number of Ordinary Shares available under
the Scheme may be varied in such manner as the Committee shall
determine and such decision of the Committee shall be final
and binding on the Option Holders and the Company subject to
written notification being given to the Option Holders.
8.2 An adjustment to the Exercise Price shall not be made pursuant
to the provisions of this Rule 8 which would result in any
Option Shares being issued unlawfully at a discount.
8.3 A variation shall not be made pursuant to this Rule 8 until
the Auditors shall (acting as experts and not as arbitrators)
have notified the Committee in writing that the proposed
variation is, in their opinion, fair and reasonable.
9 RIGHTS OF ORDINARY SHARES ALLOTTED
9.1 Ordinary Shares to be allotted pursuant to the exercise of any
Option shall rank pari passu in all respects and as one class
with the Ordinary Shares in issue at the date of allotment and
Ordinary Shares allotted or transferred shall rank in full for
all dividends and distributions the record date of which falls
on or after the date of exercise of the Option but shall not
rank for any dividend or distribution the record date of which
precedes the date of exercise of the Option.
14
<PAGE>
9.2 The Company shall not be under an obligation to register the
Ordinary Shares allotted pursuant to the exercise of an Option
with the SEC or to effect compliance with the registration,
qualification or listing requirements of any national or
foreign securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any
inability or failure to do so.
10 AVAILABILITY OF SHARES
The Company shall at all times have available sufficient
unissued Ordinary Shares to meet any exercise of any Option,
taking into account any arrangements made by the Company to
procure the transfer by a third party to the relevant Option
Holder of Ordinary Shares to satisfy (whether in full or in
part) the exercise of any Option.
11 BUYOUT OF OPTIONS
The Committee may at any time buy from an Option Holder his
Option previously granted with payment in cash, Ordinary
Shares or other consideration, based on such terms and
conditions as the Committee and the Option Holder shall agree.
12 TRANSFERS OF OPTIONS
12.1 No Option granted pursuant to the Scheme nor the benefit of an
Option may be transferred, assigned, charged or otherwise
alienated save that nothing in the Rules of the Scheme shall
prohibit the transmission of the Option by operation of law in
the event of the death of an Option Holder.
12.2 If an Option Holder does or suffers an act or thing whereby he
would or might be deprived of the legal or beneficial
ownership of an Option that Option shall forthwith lapse and
the Committee shall not knowingly permit its exercise.
15
<PAGE>
13 EMPLOYMENT WITH THE COMPANY
13.1 Nothing in the Scheme or any Option granted under the Scheme
shall confer or be deemed to confer on any Option Holder any
right to continue in the employ of any member of the Group or
limit in any way the right of any member of the Group to
terminate the employment of the Option Holder with or without
cause.
13.2 If any Option Holder shall cease to be employed by or hold
office with a member of the Group for any reason he shall not
be entitled by way of compensation for loss of office or
otherwise to any sum or other benefit whatsoever to compensate
him for the loss of any right under the Scheme notwithstanding
any provision to the contrary in his contract of employment.
14 DOCUMENTS
The Company shall deliver to each Option Holder a copy of the
documents sent to ordinary shareholders of the Company as a
class of shareholders.
15 ADMINISTRATION
15.1 The Scheme shall be administered by the Committee. The
Committee shall have the power to:-
15.1.1 construe and interpret the Scheme, any Option Certificates and
any other agreement or document executed pursuant to the
Scheme;
15.1.2 prescribe, amend and rescind rules and regulations relating to
the Scheme;
15.1.3 correct any defect, supply any omission, or reconcile any
inconsistency in the Scheme or any agreement or document
executed pursuant to the Scheme;
15.1.4 make all other determinations necessary or advisable for the
administration of the Scheme.
16
<PAGE>
15.2 Any determination made by the Committee with respect to any
Option shall be made in its sole discretion at the time of
grant of the Option or, unless in contravention of any express
term of the Scheme or Option, at any later time, and such
determination shall be final and binding on the Company and
all persons having an interest in any Option. The Committee
may delegate to one or more officers of the Company the
authority to grant Options under the Scheme to Option Holders
who are not Insiders of the Company.
15.3 An Option shall not be effective unless such Option is in
compliance with all relevant national and foreign securities
laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation
system upon which the Ordinary Shares may then be listed or
quoted, as they are in effect on the Date of Grant of such
Option and also on the date of exercise or other issue.
15.4 If any provision of any Rule or any Option conflicts with the
applicable requirements of Rule 16b-3 (or its successors) of
the SEC promulgated under the Exchange Act in relation to
Option Holders who are or may be Insiders then those
provisions to the extent possible shall be interpreted or
deemed amended so as to avoid such conflict.
15.5 The Board may at any time terminate or amend the Scheme in any
respect, including without limitation amendment of any form of
Option Certificate or instrument to be executed pursuant to
the Scheme, provided however that the Board shall not, without
the approval of the shareholders of the Company, amend the
Scheme in any manner that requires such shareholder approval
pursuant to the Exchange Act or Rule 16b-3 (or its successor),
as amended, thereunder, provided, further that no amendment
may be made to outstanding Options without the consent of the
Option Holders.
16 GOVERNING LAW
The Scheme shall be governed by and construed in accordance
with the Laws of England and Wales.
</TABLE>
17
<PAGE>
APPENDIX
OPTION CERTIFICATE
U.K. EMPLOYEE SHARE OPTION SCHEME 1996
Certificate No. JAN. 96/02
INSIGNIA SOLUTIONS PLC
(Registered in England No. 1961960)
1 This is to certify that Name: [ ]
Address: [ ]
[ ]
[ ]
is a holder of an Option to subscribe for the number of Ordinary Shares of 20p
each in the Company shown in Box `A' below subject to the Rules of the Insignia
Solutions UK Employee Share Option Scheme 1996.
<TABLE>
<CAPTION>
-------------------------------------------- ------------------------------ -------------------------
`A' `B'
NUMBER OF ORDINARY SHARES COMPRISED IN THE EXERCISE PRICE PER ORDINARY `C'
OPTION SHARE DATE OF GRANT OF OPTION
-------------------------------------------- ------------------------------ -------------------------
<S> <C> <C>
[ ] US$ [ ] [ ]
-------------------------------------------- ------------------------------ -------------------------
</TABLE>
2 The Date of Grant of the Option is shown in Box `C' above and
the Option is exercisable in whole or in part [not earlier
than the first anniversary of the Date of Grant] subject to
and in accordance with the Rules of the Scheme.
3 The figures shown in Box `A' and Box `B' above are subject to
adjustment in certain circumstances in accordance with the
Rules of the Scheme.
4 The Option is not transferable, assignable or chargeable.
5 The Option will lapse on the Last Exercise Date being the
[tenth] anniversary of the Date of Grant to the extent that it
has not been exercised.
6 The Option [will be exercisable as to 25% of the shares over
which it has been granted on [ ] and will be exercisable as to
1/48 of the Ordinary Shares over which it has been granted on
the expiry of each complete month thereafter] [will be
exercisable as to 1/48 of the Ordinary Shares over which it
has been granted on the expiry of each complete month since
the Date of Grant]. The Option is exercisable only by notice
in writing in the form prescribed under the Rules of the
Scheme. This certificate must be sent to the Company or such
office as may be specified from time to time by the Company
whenever the Option is
<PAGE>
exercised in whole or in part. Where the Option is exercised
in respect of part only of the Ordinary Shares comprised in
the certificate, the certificate will be returned to the
holder with the balance of Ordinary Shares endorsed overleaf.
7 The rights under the Option may be renounced in whole or in
part by the holder giving notice in writing to the Company
WITHIN FOURTEEN DAYS AFTER THE DATE OF THIS CERTIFICATE. This
certificate must be returned to the Company if the holder
wishes to renounce in whole or in part his rights hereunder.
If rights are renounced in part only the appropriate
replacement certificate will be issued to the holder.
8 This document shall be presumed to be delivered and is
intended by the parties to be a deed when (and not before) it
is dated.
Given under the Common Seal )
of INSIGNIA SOLUTIONS PLC )
in the presence of:- )
--------------------------
Director
--------------------------
Secretary
--------------------------
Date:
2
