<PAGE>
DATED 25 SEPTEMBER 1998
--------------------------------------------------------------------------------
APPLIEDNET
UNAPPROVED SHARE OPTION SCHEME
Adopted by the Company on 25 September 1998 and amended by a
Resolution of the Company in General Meeting on 4 March 1999
[LOGO]
Charles Russell
8-10 New Fetter Lane
London EC4A 1RS
Ref: TL/MC/27424/1
<PAGE>
INDEX
(FOR REFERENCE PURPOSES ONLY)
<TABLE>
<CAPTION>
RULE HEADING PAGE NUMBER
---- ------- -----------
<S> <C>
1. DEFINITIONS AND INTERPRETATION 1
2. GRANT OF OPTIONS 5
3. EXERCISE AND LAPSE OF OPTIONS 7
4. TAKEOVERS AND LIQUIDATIONS 9
5. DIVIDENDS REORGANISATION AND VARIATION OF
SHARE CAPITAL 11
6. MANNER OF EXERCISE OF OPTIONS 11
7. TAXATION 13
8. ADMINISTRATION AMENDMENT AND TERMINATION 13
SCHEDULE 1 15
SCHEDULE 2 17
SCHEDULE 3 18
</TABLE>
<PAGE>
RULES OF THE APPLIEDNET
UNAPPROVED SHARE OPTION SCHEME
Adopted on 25 September 1998
1. DEFINITIONS AND INTERPRETATION
1.1 In these Rules the following words and expressions shall (except where
the context otherwise requires) have the following meanings:
"3i" 3i Group plc (registered number
1142830);
"Act" the Companies Act 1985;
"AppliedNet Employees'
Benefit Trust" the employees benefit trust constituted
by a trust deed dated 16 September 1998
and made between the Company and Applied
Network Technology Limited;
"Appropriate Period" (i) if the circumstances in Rule 4.1
apply the period of six months
beginning with 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;
(ii) if the circumstances in Rule 4.2
apply the period of six months
beginning with the date on which
the Reconstruction Scheme is
sanctioned by the Court;
(iii) if the circumstances in Rule 4.3
apply the period during which the
person remains bound or entitled
to acquire any shares in the
Company;
<PAGE>
"Auditors" the auditors for the time being of the
Company appointed pursuant to section
384 of the Act and acting as experts and
not as arbitrators;
"Board" the Board of directors for the time
being of the Company or a duly appointed
committee thereof at which a quorum is
present such committee to include either
a director nominated by 3i or a majority
of the non executive directors of the
Company for the time being;
"Company" AppliedNet Limited (registered in
England and Wales number 1940849);
"Control" the same meaning as in Section 840 of
the Taxes Act and the expression
"controlled" shall be construed
accordingly;
"Date of Adoption" 25 September 1998 being the date of
adoption of this Scheme by the Company;
"Date of Grant" in relation to any Option means the date
on which the Option was or is to be
granted under the Scheme;
"Eligible Employee" (a) an employee who is a director of a
Participating Company who is
required by his contract of
employment to work for not less
than 25 hours per week (excluding
meal breaks); or
(b) any other employee of a
Participating Company;
"Market Value" in respect of any Share on any day means
the market value of such a Share as
determined by the Board,
<PAGE>
to the extent practicable, in accordance
with the provisions of part VIII of the
Taxation of Chargeable Gains Act 1992;
"Option" a right to acquire Shares granted (or to
be granted) in accordance with these
Rules and where the context so requires
shall include New Options granted as
consideration for the release of Old
Options in accordance with Rule 4;
"Option Holder" any person who has been granted an
Option or where the context requires a
person becoming entitled to an Option in
consequence of the death of an Option
Holder;
"Option Period" in respect of an Option the exercise of
which is subject to Performance
Conditions the period between the Date
of Grant and the first date on which the
Option becomes exercisable in accordance
with the Performance Conditions set by
the Board pursuant to Rule 2.5;
"Participating Company" the Company and any other company of
which the Company has Control and which
is for the time being authorised by the
Board with the consent of the Trustee to
participate in this Scheme;
"Performance Conditions" any conditions imposed by the Trustee in
consultation with the Board in respect
of an Option pursuant to Rule 2.5;
"Purchase Price" the price at which each Share subject to
an Option may be acquired on the
exercise of that Option as determined by
the Trustee in consultation with the
Board but being (subject to Rules 4.4
and 5) not lower than the
<PAGE>
nominal value of a Share;
"Record Date" in relation to the transfer of a Share
following the exercise of an Option the
date on which the Share is registered
against the name of the Option Holder in
the Company's register of members in
respect of the Shares;
"Rules" the rules of the Scheme as set out
herein and as amended from time to time;
"Scheme" the employees' share scheme constituted
and governed by these Rules as from time
to time amended;
"Share" an Ordinary Share of 10p in the capital
of the Company;
"Subsisting Option" an Option to the extent that it has not
been exercised, lapsed or cancelled;
"Tax Liability" any liability of the Trustee, the
Company or any company which Controls or
is under the Control of the Company to
account for any income tax National
Insurance contributions or other tax
arising in relation to the grant,
exercise or other dealing with or in
relation to an Option;
"Taxes Act" the Income and Corporation Taxes Act
1988;
"Trustee" Applied Network Technology Limited
(Company number 3364454) as the sole
trustee of the AppliedNet Employees'
Benefit Trust or the trustee or trustees
or the AppliedNet Employees' Benefit
Trust from time to time.
<PAGE>
1.2 Any reference in these Rules to any provision of any Act of Parliament
or any subordinate legislation made pursuant to any Act of Parliament
shall be deemed to be a reference to such Act of Parliament or
subordinate legislation as amended modified or re-enacted (whether
before or after the date hereof).
1.3 In these Rules words incorporating the masculine gender only include
the feminine and neuter genders and words incorporating the singular
number only include the plural and vice versa.
1.4 Rule headings are for ease of reference only and do not affect the
construction or interpretation of these Rules.
1.5 References to writing shall include typewriting printing lithography
photography and facsimile messages and other modes of reproducing words
in a legible and non-transitory form.
2. GRANT OF OPTIONS
2.1 Subject to the limitations and conditions hereinafter contained and
unless prohibited by law the Board may at any time, in its absolute
discretion, decided whether or not to request the Trustee to exercise
its discretion to grant without consideration Options to any number of
Eligible Employees and if the Board so decides, it shall recommend in
writing to the Trustee the Eligible Employees to whom the Trustee
should grant Options, the number of Shares over which options should be
granted, the Purchase Price and any conditions which should apply to
the Options provided that:
2.1.1 no director or employee shall be entitled as of right to the
grant of an Option; and
2.1.2 no Option may be granted under this Scheme after the tenth
anniversary of the Date of Adoption.
2.2 Immediately after the Board has made a recommendation to the Trustee
pursuant to Rule 2.1 the Trustee shall decide whether or not to
exercise its discretion to grant options to the relevant eligible
employees and if it decides to exercise its discretion to grant the
options the options shall be granted in accordance with these Rules.
2.3 An Option shall be granted by a resolution of the Trustee.
2.4 An Option Holder may, within a period of twenty one days immediately
following the Date of Grant renounce by notice in writing to the
Trustee his Option in respect of all or any part of the Shares subject
of the Option.
<PAGE>
2.5 An Option may be granted so that its exercise in subject to such
objective conditions ("Performance Conditions") (not inconsistent with
the provisions of the Scheme) as the Trustee in consultation with the
Board may in its absolute discretion think fit provided that any:
2.5.1 such conditions shall not be inconsistent with the provisions
of the Scheme and may be waived or amended if an event occurs
which causes the Trustee in consultation with the Board to
consider that such Performance Conditions could not fairly or
reasonably be met, provided that any amended conditions should
be neither more difficult nor easier to satisfy than the
original Performance Conditions were intended to be at the
time of their imposition; and
2.5.2 such conditions shall extend over such period determined by
the Trustee in consultation with the Board at the time of the
grant of the relevant options.
2.6 The Trustee in consultation with the Board may in its absolute
discretion impose conditions on the grant of an Option restricting the
number of Shares in respect of which an Option may be exercised on any
one occasion.
2.7 As soon as reasonably practicable after Options have been granted the
Trustee shall issue an Option certificate substantially in the form set
out in Schedule 2 in respect of each Option which shall specify:
2.7.1 the number of Shares comprised in the Option;
2.7.2 the Date of Grant;
2.7.3 the Purchase Price;
2.7.4 details of any Performance Conditions; and
2.7.5 the last date upon which notice to exercise the Option may be
given, being not later than the day immediately preceding the
tenth anniversary of the Date of Grant.
2.8 An Option shall be personal to the Option Holder and may not be
transferred, assigned, charged, pledged or otherwise disposed of or
dealt with. Any purported transfer, assignment, charge, pledge or other
disposal or dealing with the Option shall cause the Option to lapse
forthwith and each Option certificate shall carry a statement to this
effect;
<PAGE>
2.9 No Option may be granted on any date if the number of Shares to be
issued on its exercise in full, when aggregated with the number of:
(a) Shares issued on the exercise of, or remaining
capable of being issued on the exercise of,
Subsisting Options granted under the Scheme during
the period of 10 years ending on that date; and
(b) Shares issued on the exercise of, or remaining
capable of being issued, during the period of 10
years ending on that date by virtue of options or
other rights granted under any other employees' share
scheme (as defined in section 743 of the Act) adopted
by the Company
would exceed 6.82 per cent of the number of Shares in issue on that
date without the prior written consent of 3i and this rule shall only
apply if and so long as 3i beneficially own any issued equity share
capital of the Company.
3. EXERCISE AND LAPSE OF OPTIONS
3.1 Subject to this Rule 3 and Rules 4 and 6 an Option may be exercised at
any time on or after the third anniversary and before the tenth
anniversary of its Date of Grant. An Option shall not be exercisable on
or after the tenth anniversary of its Date of Grant under any
circumstances whatsoever and every Subsisting Option shall lapse on the
tenth anniversary of its Date of Grant.
3.2 The right to exercise an Option shall terminate immediately upon the
Option Holder ceasing to be an Eligible Employee except where Rules 3.3
or 3.4 apply.
3.3 Where an Option Holder dies his personal representatives may exercise
any unexercised Options held by him within 12 months of the date of
death.
3.4 Where an Option Holder ceases to be an Eligible Employee by reason of:
3.4.1 injury or disability;
3.4.2 redundancy;
3.4.3 retirement;
3.4.4 the company by which the Option Holder is employed ceasing to
be a Participating Company;
<PAGE>
3.4.5 the transfer of the business in which the Option Holder is
employed to a person other than a Participating Company; or
3.4.6 any other circumstances the Trustee, in consultation with the
Board, may determine not later than 30 days after the Option
Holder ceases to be an employee
any Subsisting Option may be exercised no later than 6 months after the
date of such cessation.
3.5 Save where Rules 3.3, 3.4 or 4 apply the exercise of any Option shall
be conditional upon the relevant applicable Performance Conditions (if
any) having been fulfilled to the satisfaction of
the Trustee.
3.6 Where the exercise of any options is subject to the satisfaction of
Performance Conditions the Trustee shall notify each relevant Option
Holder in writing as soon as reasonably practicable after the expiry of
the Option Period as to whether or not the Performance Conditions have
been satisfied.
3.7 An Option shall lapse upon the earliest occurrence of any of the
following events insofar as it has not been exercised:
3.7.1 the tenth anniversary of the Date of Grant;
3.7.2 immediately upon the Option Holder ceasing to be an Eligible
Employee except where Rules 3.3 or 3.4 apply provided that
where the Trustee makes no determination under Rule 3.4.6 the
Option shall be deemed to have lapsed upon the Option Holder
ceasing to be an Eligible Employee, but where a determination
is made, thereby allowing the Option to be exercised, Rule
3.7.4 shall apply;
3.7.3 the first anniversary of the Option Holder's death;
3.7.4 the expiry of 6 months from the date on which an Option Holder
ceases to be an Eligible Employee for one of the reasons
specified in Rule 3.4;
3.7.5 the earliest date upon which the Option is expressed to lapse
under Rule 4;
3.7.6 the date of an event specified in Rule 2.8; or
3.7.7 the Option Holder being adjudicated bankrupt.
<PAGE>
4. TAKEOVERS AND LIQUIDATIONS
4.1 If any person obtains Control of the Company as a result of making a
general offer:
4.1.1 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
4.1.2 to acquire all the shares in the Company which are of the same
class as the Shares
then subject to the remaining provisions of this Rule 4 any Subsisting
Option may be exercised within the Appropriate Period and to the extent
that it has not been exercised by the end of the Appropriate Period the
Option shall lapse immediately upon the end of the Appropriate Period.
4.2 In the event that notice is given to the shareholders of the Company of
a resolution to approve (subject to sanction by the Court) 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 pursuant to Section 425 of the Act ("the
Reconstruction Scheme") then any Option Holder may serve notice to
exercise his Subsisting Options at any time during the Appropriate
Period and to the extent that an Option has not been exercised by the
end of the Appropriate Period it shall lapse immediately upon the end
of the Appropriate Period.
4.3 If any person becomes bound or entitled to acquire Shares in the
Company under Sections 428 to 430F of the Act then any Subsisting
Option may be exercised at any time during the Appropriate Period and
to the extent that it has not been exercised by the end of the
Appropriate Period the Option shall lapse immediately upon the end of
the Appropriate Period.
4.4 If as a result of the events specified in Rules 4.1 or 4.2 a company
has obtained Control of the Company or if a company has become bound or
entitled as mentioned in Rule 4.3 the Board shall seek the agreement of
that other company ("the Acquiring Company") or a company which has
Control over the Acquiring Company and if such agreement is obtained
each unexercised Option ("Old Option") may within the Appropriate
Period applicable to the relevant Rule be released in consideration of
the grant of a new Option ("New Option") which satisfies the following
conditions:
<PAGE>
4.4.1 it is a right to acquire such number of such shares as has on
acquisition of the New Option an aggregate Market Value equal
to the aggregate Market Value of the Shares subject to the Old
Option on its disposal;
4.4.2 it has a purchase or, as appropriate, subscription price per
share such that the aggregate price payable on complete
exercise equals the aggregate price which would have been
payable on complete exercise of the Old Option; and
4.4.3 it is otherwise identical in terms to the Old Option.
The New Option shall for all other purposes of this Scheme be treated
as having been acquired at the same time as the Old Option in
consideration of the release of which it is granted and where any New
Options are granted pursuant to this Rule 4.4 Rules 3, 4, 5, 6 and 8
and all definitions in Rule 1 appropriate those Rules shall in relation
to the New Options be construed as if references to the Company and to
the Shares were references to the company whose share capital includes
shares over which the New Option has been granted and to the shares in
that company but references to a Participating Company shall continue
to be construed as if references to the Company were references to
AppliedNet Limited. Where in accordance with this Rule 4.4 Old Options
are released and New Options granted the New Options shall not be
exercisable in accordance with Rules 4.1, 4.2 and 4.3 above by virtue
of the event by reason of which the New Options were granted.
4.5 In the event that notice is given to the shareholders of the Company of
a resolution to be proposed for the voluntary winding up of the Company
any Option Holder may serve notice to exercise, his Subsisting Options
at any time up to the passing of the resolution provided that any such
notice to exercise shall only be effective if the resolution is passed.
If such resolution is duly passed all Options shall, to the extent that
they have not been exercised, lapse.
4.6 For the purposes of this Rule 4 other than Rule 4.4 a person shall be
deemed to have obtained Control of a Company if he and others acting in
concert with him have together obtained Control of it.
4.7 The exercise of an Option pursuant to the preceding provisions of this
Rule 4 shall be subject to the provisions of Rule 6 below.
<PAGE>
5. DIVIDENDS REORGANISATION AND VARIATION OF SHARE CAPITAL
5.1 Any dividend (including a scrip dividend) received in respect
of a Share in respect of which an Option is exercised before
the Record Date applicable to that Share shall belong to the
Trustee who shall be entitled to deal with the dividend
(including a scrip dividend) as it thinks fit.
5.2 If before a Record Date applicable to a Share the Company
grants to the holders of the Shares the right to acquire new
Shares the Trustee may decide in its absolute discretion
whether to take up or sell or allow to lapse all or some of
the rights and to the extent that the Trustee decides to sell
the rights any proceeds from sale shall belong to the Trustee
who shall be entitled to deal with them as it thinks fit.
5.3 The Trustee may at its discretion hold (a) any Shares acquired
under a scrip dividend referred to in Rule 6.1, (b) any new
Share acquired pursuant to rights referred to in Rule 6.2 and
(c) any new Shares allotted to holders of Shares by the
Company by way of capitalisation as part of the holding of
Shares the subject of options subject to the Rules, mutatis
mutandis as if the same were Shares subject to options and
without prejudice to the generality of the foregoing subject
to the same conditions as to the exercise of options as the
Shares the subject of options to which those Shares relate.
5.4 In the event of any variation in the share capital of the
Company by way of consolidation sub-division or reduction of
capital or otherwise by the Company the number of Shares
subject to any Option and the Purchase Price for each of those
Shares shall be adjusted by the Trustee after consulting with
the Board subject to written confirmation by the Auditors that
in their opinion such adjustment is fair and reasonable
provided that:
5.4.1 the aggregate amount payable on the exercise of an
Option in full is not increased; and
5.4.2 the Purchase Price for a Share is not reduced below
its nominal value.
6. MANNER OF EXERCISE OF OPTIONS
6.1 Subject to the provisions of Rule 3 and this Rule 6 an Option may be
exercised at any time in whole or in part but not unless the Trustee
<PAGE>
otherwise permits in respect of less than 10 per cent of the Shares the
subject of the Option unless such smaller percentage represents all the
remaining Shares under the Option by the Option Holder or (as the case
may be) his personal representatives giving a notice of exercise to the
Trustee substantially in the form set out in Schedule 3 accompanied by
the appropriate payment and the relevant Option certificate and shall
be effective on the date of its receipt by the Trustee ("exercise
date") provided that wherever relevant the Performance Conditions shall
first have been fulfilled to the satisfaction of the Trustee.
6.2 The Trustee shall or shall procure that the Board shall as soon as
reasonably practicable after the exercise date send to the Option
Holder concerned a deed of adherence to the extent required to be
executed pursuant to clause 8.2 of the Subscription Agreement dated 6
December 1995 relating to the Company (formerly known as Applied
Network Technology Limited) and made between Coinshire Limited and
Others (1), James MacFarlane and Another (2), Michael Brooke (3) and
the Company and the Option Holder shall execute and return such deed of
adherence to the Trustee within 14 days on its receipt.
6.3 No Option shall be capable of being quoted or dealt in on any stock
exchange.
6.4 Subject to Rule 7.3 Shares shall be transferred by the Trustee pursuant
to a notice of exercise within 42 days of the exercise date or if later
within 21 days of the date on which the Trustee receives a duly
executed deed, referred to in Rule 6.2.
6.5 When an Option is exercised only in part the balance shall remain
exercisable on the same terms as originally applied to the whole Option
and a new Option certificate representing the balance shall be issued
by the Trustee as soon as possible after the partial exercise.
6.6 It shall be a condition of participation in the Scheme that in the
event of an Option Holder ceasing to be an Eligible Employee (for
whatever reason) he shall not be entitled to any compensation
whatsoever by reason of any termination or alteration of rights or
expectations under the Scheme whether such compensation is claimed by
way of damages for wrongful dismissal or breach of contract or for loss
of office or otherwise howsoever. Participation in this Scheme by an
Option Holder is a matter entirely separate from any pension right or
entitlement he may have and from his terms or conditions of employment
and participation in this Scheme shall in no respects whatever affect
in any way an Option Holder's pension rights or entitlement or terms or
conditions of employment.
<PAGE>
7. TAXATION
7.1 If a Tax Liability arises in respect of an Option the Company shall be
entitled to deduct (and if appropriate pay to the Trustee) to the
extent permitted by law such amount(s) from any payment due to be made
by the Company or any company which controls or is controlled by the
Company to or in respect of the Option Holder in respect of that Option
during the same calendar month or other relevant period in which the
event occurs or in any subsequent calendar month or such relevant
period in order to satisfy and discharge the Tax Liability whether or
not such payment is of an income or capital nature.
7.2 If and to the extent the Tax Liability referred to in Rule 7.1 is of
income tax which exceeds the amount from which deductions in respect
thereof can be made in any one period referred to in Rule 7.1 in
respect of the Option Holder concerned, that Option Holder shall pay or
reimburse the Company or the appropriate company which controls or is
controlled by the Company or as appropriate the Trustee for the amount
of the excess on demand or within such period as may be specified in
any written notice given by the Company or as appropriate the Trustee.
7.3 Where a Tax Liability arises in respect of the exercise of an Option,
the Trustee may, without prejudice to Rule 7.1, by written notice to
the Option Holder concerned nominate as his bare trustee any person
(including the Trustee) (the "Bare Trustee") to sell such number of
Shares to be transferred upon the exercise of the Option as may be
required in order to discharge the Tax Liability and any other
liability (including costs) connected with the said sale and the Bare
Trustee shall pay an amount equal to the Tax Liability to the Company
or as appropriate the Trustee and otherwise discharge any other said
liability to the extent that the net proceeds from the said sale
permit.
8. ADMINISTRATION AMENDMENT AND TERMINATION
8.1 The Scheme shall be administered by the Trustee in consultation with
the Board whose decision on all disputes shall be final.
8.2 The Board may with the consent of the Trustee from time to time make
amendments to these Rules provided that:
8.2.1 no amendment may detrimentally affect an Option Holder as
regards any Subsisting Option held by him on the date of the
amendment being made except with the consent in writing of
such Option Holders who, assuming they exercise their Options
in full, would thereby become entitled to not less than three
quarters in nominal amount of all the Shares which would fall
to be allotted upon exercise in full of all Subsisting
Options; and
<PAGE>
8.2.2 except with the prior sanction of the Company in general
meeting no such modification or variation shall extend the
class of person eligible for the grant of Options or alter to
the advantage of Option Holders (present or future) Rules 2.1,
2.5, 5 or the definitions of "Eligible Employee",
"Participating Company" or "Purchase Price" except for minor
amendments to benefit the administration of the Scheme, to
comply with or take account of any proposed or existing
legislation or law or to obtain or maintain favourable tax,
exchange control or regulatory treatment for Option Holders
(present or future) or for any Participating Company;
8.2.3 except with the approval of 3i, no amendment shall be made to
the material advantage of Option Holders (present or future);
8.2.4 written notice of any alteration made in accordance with this
Rule 8.2 shall be given to all Option Holders.
8.3 The cost of establishing and operating the Scheme shall be borne by the
Participating Companies in such proportions as the Board shall
determine.
8.4 The Company in general meeting or the Board with the consent of the
Trustee may at any time resolve to terminate this Scheme in which event
no further Options shall be granted but the provisions of this Scheme
shall continue in force in relation to Subsisting Options.
8.5 Any notice to be given pursuant to the terms of these Rules must be
given in writing to the party due to receive such notice at (in the
case of the Company or the Trustee) its registered office from time to
time or (in the case of an individual) his address as notified to the
Company or the Trustee from time to time. Notice must be delivered
personally or sent by first class pre-paid recorded delivery or
registered post (air mail if overseas) or by facsimile transmission and
shall be deemed to be given in the case of delivery on delivery and in
the case of posting (in the absence of evidence of earlier receipt)
within 48 hours after posting (6 days if sent by air mail) and in the
case of facsimile transmission on completion of transmission.
8.6 For the avoidance of doubt, the Rules do not create any contractual
relationship between the Company and the Trustee or limit the Trustee's
discretion.
<PAGE>
SCHEDULE 1
LETTER OF GRANT
[TRUSTEE'S LETTERHEAD]
Date
To: Employee
Dear [EMPLOYEE'S NAME]
THE APPLIEDNET UNAPPROVED SHARE OPTION SCHEME
("THE SCHEME")
1 The Trustee of the AppliedNet Employees' Benefit Trust has granted you
an option over [ ] Ordinary shares ("Shares") in the capital of
AppliedNet Limited ("the Company") under and subject to the rules of
the Scheme ("the Option") which was approved and adopted by a written
resolution of the shareholders of the Company on 25 September 1998. A
copy of the rules of the Scheme is enclosed herewith.
2 The Purchase price per Share payable on the exercise of the Option is [
]p. This Purchase price is subject to adjustment under Rule 5 of the
Scheme if the Company's share capital is altered or re-organised, in
specified ways.
3 An Option certificate for your option is enclosed herewith.
4 Under the rules of the Scheme ("the rules"), except in certain
circumstances the Option may not be exercised earlier than three years
from the Date of Grant.
[5 The Option may not be exercised unless the Performance Conditions
attached to this letter have been fulfilled to the satisfaction of the
Board except in certain circumstances permitted by the rules.]
6 Please note that under Rule 6.2 you will be required to execute the
deed of adherence referred to there when you exercise the option.
7 You may renounce the Option in whole or in part by signing (in the
presence of a witness) and returning this letter together with the
enclosed
<PAGE>
Option certificate to me before [date 21 days after the Date of Grant].
If you wish to keep your option you do not need to take any further
action.
Yours faithfully,
...................
TRUSTEE
[NOTE: Any applicable Performance Conditions must be attached to this letter]
RENUNCIATION
I [NAME OF EMPLOYEE] hereby renounce the Option [in whole]/[in respect of
Shares]. I am returning with this letter the certificate in respect of the
Option referred to above.
SIGNED as a DEED by
[NAME]
in the presence of:
Signature:
Name:
Address:
Occupation:
<PAGE>
SCHEDULE 2
APPLIED NETWORK TECHNOLOGY LIMITED
OPTION CERTIFICATE NUMBER:
INCORPORATED UNDER THE COMPANIES ACTS
REGISTERED IN ENGLAND AND WALES UNDER NUMBER 3364454
TOTAL NUMBER OF ORDINARY SHARES OF 10p EACH IN
APPLIEDNET LIMITED
INCLUDED IN THIS OPTION (NUMBER)
This is to certify that (NAME) was granted an Option on the day of
to purchase Ordinary Shares of 10p each in the capital of AppliedNet
Limited ("Shares") at a Price of per Share giving an aggregate Purchase
Price of ? upon the terms of the AppliedNet Unapproved Share Option Scheme
("the Scheme"). The Option may be exercised only at the times and in the
circumstances and manner permitted by the rules of the Scheme and cannot be
transferred, assigned, charged, pledged or otherwise disposed of or dealt with.
Any purported transfer, assignment, charge, pledge or other disposal or dealing
with shall cause the Option to lapse forthwith.
THE COMMON SEAL of
APPLIED NETWORK
TECHNOLOGY LIMITED
was affixed to this deed
in the presence of:
Director
Secretary
Date .........................
NOTE:
(1) A form of exercise of the Option is printed overleaf. This certificate
must be surrendered on the exercise, in whole or in part, of the
Option.
(2) The number and/or description of shares covered by this Option and/or
the Purchase Price may be varied in accordance with the Rules of the
Scheme.
(3) Notice to exercise this Option must be given by [DATE NO LATER THAN THE
DAY BEFORE THE TENTH ANNIVERSARY OF THE DATE OF GRANT].
[(4) The right to exercise this Option shall be subject to the due
satisfaction of the Performance Conditions specified on the attached
sheet.]
<PAGE>
SCHEDULE 3
FORM OF EXERCISE
(TO BE PRINTED ON REVERSE OF OPTION CERTIFICATE)
PLEASE READ THE NOTES AT THE FOOT OF THIS FORM
CAREFULLY BEFORE COMPLETING IT
FORM OF EXERCISE
The Trustee
Applied Network Technology Limited
I, the undersigned, having become entitled so to do hereby exercise the Option
referred to overleaf in respect of Shares comprised in the Option upon the
terms of the AppliedNet Unapproved Share Option Scheme and agree to accept the
Shares to be transferred pursuant to this Form of Exercise subject to and in
accordance with the Memorandum and Articles of Association of AppliedNet Limited
and hereby request you to place my name on the Register of Members in respect
thereof.
I enclose a remittance for ? being the aggregate Purchase Price payable for
the Shares in respect of which the Option is now exercised at the Purchase Price
per Share specified overleaf.
If applicable, I hereby request you to despatch a balance certificate for the
Option to purchase for any Shares included in the Option referred to overleaf
and not exercised on this occasion, by post at my risk to the address mentioned
below.
SIGNATURE .....................................
SURNAME ......................................
FORENAME(S) .................................
ADDRESS .......................................
...................................................
Note:
(1) Although the Option referred to overleaf is personal to the holder
named overleaf it may be exercised by his personal representative(s) if
he dies while it is still capable of exercise provided the personal
representative(s) does/do so before the expiration of twelve months
from the date of the holder's death or ten years from the date of its
grant (if sooner). If there are more than one, each of the personal
representatives must sign this form.
(2) Options must be exercised in respect of whole numbers of Shares. Please
indicate the number of Shares you wish to purchase on this occasion
which must not exceed the number of Shares comprised in the Option. In
any event you will be deemed to have exercised your rights in respect
of that whole number of Shares which can be acquired with the moneys
represented by your remittance.
(3) The remittance should be for an amount equal to the aggregate Purchase
Price, being the Purchase Price per Share shown overleaf, multiplied by
the number of Shares applied for.
