<PAGE> 1
EXHIBIT 4.5
RULES OF THE BCO TECHNOLOGIES PLC
APPROVED SHARE SCHEME
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
MCGRIGOR DONALD
SOLICITORS
Pacific House
70 Wellington Street
GLASGOW
G2 6SB
Telephone: 0141 248 6677
Facsimile: 0141 204 1351 / 221 1390
E-Mail: [email protected]
Web Site: HTTP://WWW.MCGRIGORS.COM
189367.1
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CLAUSE HEADING PAGE NO.
<S> <C> <C>
1 DEFINITIONS AND INTERPRETATION......................................................................2
2 GRANT OF OPTIONS....................................................................................4
3 DEALINGS IN OPTIONS.................................................................................4
4 INLAND REVENUE LIMIT ON SHARES SUBJECT TO OPTION....................................................5
5 INVESTOR PROTECTION COMPANY LIMITS ON OPTIONS.......................................................5
6 EXERCISE OF OPTIONS.................................................................................6
7 LAPSE OF OPTIONS....................................................................................7
8 CESSATION OF SERVICE................................................................................7
9 TAKEOVERS AND LIQUIDATIONS..........................................................................8
10 VARIATION OF SHARE CAPITAL..........................................................................9
11 MANNER OF EXERCISE OF OPTIONS......................................................................10
12 ALTERATION.........................................................................................10
13 EMPLOYMENT.........................................................................................11
14 ADMINISTRATION.....................................................................................11
</TABLE>
1
<PAGE> 3
RULES OF THE BCO TECHNOLOGIES PLC
APPROVED SHARE OPTION SCHEME
1 DEFINITIONS AND INTERPRETATION
1.1 In these Rules, including these definitions, the following words and
expressions shall except insofar as the context otherwise requires have the
meanings set opposite them respectively:-
"ACQUIRING COMPANY" means a company which has obtained control of the
Company in terms of Rule 9.1 or 9.2, or, as the case may be, a company
which has become bound or entitled as mentioned in Rule 9.3
"ACQUISITION PRICE" means in respect of any Share over which an Option is
granted the price at which such Share may be acquired on the exercise of
the Option which price shall be determined by the Committee but shall not
be less than the Market Value of a Share at the Material Time
"ACT" means the Income and Corporation Taxes Act 1988
"APPROPRIATE PERIOD" has the meaning given in paragraph 15(2) of Schedule 9
"ASSOCIATED COMPANY" has the meaning given in paragraph 23 of Schedule 9 by
virtue of section 187 of the Act Auditors the auditors of the Company
(acting as experts and not as arbitrators)
"BOARD" means the board of directors of the Company
"CLOSE PERIOD" means the period defined as a "close period" for the
purposes of the Model Code of the Stock Exchange concerning dealings by
directors and employees in securities of the Company
"COMMENCEMENT DATE" means the date on which the Company shall receive
notice that the Inland Revenue has formally approved the Scheme under
Schedule 9
"COMMITTEE" means the remuneration committee of the Board
"COMPANY" means BCO Technologies PLC
"CONTROL" has the meaning given in section 840 of the Act
"DATE OF GRANT" means in respect of any Option the date on which it is
granted
"DEALING DAY" means a day on which the London Stock Exchange is open for
the transaction of business
"ELIGIBLE EMPLOYEE" means a person who is not precluded by paragraph 8 of
Schedule 9 from participating in the Scheme and who is either (a) an
employee of a Participating Company who is not a Director of a
Participating Company or (b) a Director of a
2
<PAGE> 4
Participating Company who is required to devote to his duties
substantially the whole of his working time and in no case less than 25
hours per week (excluding meal breaks)
"GRANT VALUE" means:-
(a) in respect of any Share over which an Option has been granted or which
has been acquired pursuant to the exercise of an Option the Market
Value of that Share at the Material Time
(b) in respect of any Share over which an option has been granted under
any other share option scheme, the market value (as determined for the
purposes of such scheme) of such Share at the time of grant of the
option
"LONDON STOCK EXCHANGE" means The London Stock Exchange Limited
"MARKET VALUE" means at any time either:-
(a) the market value of a Share determined in accordance with the
provisions of Part VIII of the Taxation of Chargeable Gains Act 1992
and agreed for the purposes of the Scheme with the Inland Revenue
Shares Valuation Division on or before that day, or,
(b) if Shares in the Company are listed on the London Stock Exchange, the
average of the middle market quotations of a Share as derived from the
Daily Official List of the London Stock Exchange for the three
immediately preceding Dealing Days and rounded up (where necessary) to
the nearest whole penny
"MATERIAL TIME" means in relation to any Option the Date of Grant. or such
earlier time or times as the Company and the Inland Revenue may agree in
writing
"OPTION" means a right granted in accordance with the Rules to acquire
Shares
"OPTION HOLDER" means an individual to whom an Option has been granted or,
if that individual has died, his executors or personal representatives
"PARTICIPATING COMPANY" means the Company and any other company of which
the Company has Control
"RULES" means these rules as altered or varied from time to time
"SCHEDULE 9" means Schedule 9 to the Act
"SCHEME" means the share option scheme constituted and governed by the
RulesShare, an ordinary share in the capital of the Company which
satisfies the conditions specified in paragraphs 10 to 14 inclusive of
Schedule 9
1.2 In these Rules, except insofar as the context otherwise requires:-
1.2.1 words denoting the singular shall include the plural and vice versa;
3
<PAGE> 5
1.2.2 words denoting the masculine gender shall include feminine gender; and
1.2.3 any reference to any enactment shall be construed as a reference to that
enactment as from time to time amended, extended or re-enacted.
2 GRANT OF OPTIONS
2.1 At any time or times but not within a Close Period the Committee may grant
or procure that there are granted to such individuals who shall at the
proposed Date of Grant be Eligible Employees as the Committee may in its
absolute discretion select options or rights to acquire on making payment
of the Acquisition Price such numbers of Shares in the Company as the
Committee shall determine.
2.2 No Option shall be granted after the tenth anniversary of the Commencement
Date. No Option shall be granted to an Eligible Employee within the period
of two years immediately preceding the date on which he shall attain the
age at which he is bound to retire in accordance with the terms of his
contract of employment.
2.3 Any Option may be granted on terms that it may, or that except in stated
circumstances it may, be exercised only subject to the satisfaction or
waiver of such objective condition or conditions (including limitations on
the time at or period during which the Option may be exercised) as the
Committee may determine.
2.4 Any condition imposed under Rule 2.3 may be varied or amended only in
accordance with the terms of the condition or in accordance with Rule 2.5.
2.5 If, at any time after the Date of Grant, events happen which results in
any condition imposed under Rule 2.3 being no longer appropriate, the
condition may be varied or amended in such manner as the Committee shall
in its discretion, which shall be exercised fairly and reasonably, think
appropriate, provided that the condition as varied or amended is no more
difficult to satisfy than the original condition was considered to be at
the Date of Grant.
2.6 As soon as is reasonably practical after any Option has been granted the
Committee shall ensure that there is issued to the Option Holder a
certificate of Option duly executed by the Company as a deed and in such
form as the Committee may determine.
3 DEALINGS IN OPTIONS
3.1 No Option may be transferred, assigned or charged in any way. If any
attempt is made to transfer, assign or charge any Option the Option shall
lapse immediately. Each Option certificate shall carry a statement to this
effect. Nothing in this Rule shall detract from the rights of the
executors or personal representatives of a deceased Option Holder under
the Rules to exercise his Option in his place.
3.2 Any Option Holder may at any time within the period of 30 days after the
grant to him of an Option disclaim the Option in whole or in part by
giving notice to the Company to that
4
<PAGE> 6
effect. To the extent that an Option is disclaimed it shall be deemed
never to have been granted. No consideration shall be payable for any such
disclaimer.
3.3 Any Option Holder may surrender any Option at any time.
4 INLAND REVENUE LIMIT ON SHARES SUBJECT TO OPTION
4.1 Any Option granted to an Eligible Employee shall be limited and take
effect so that the aggregate Grant Value of all Shares subject to that
Option, when added to the aggregate Grant Value of all Shares subject to
other Options granted to that Eligible Employee, shall not exceed 30,000
4.2 For the purposes of Rule 4.1 Options shall include all Options granted
under this Scheme and all options granted under any other scheme (not
being a savings-related share option scheme) approved under Schedule 9 and
established by the Company or any Associated Company of the Company.
5 INVESTOR PROTECTION COMPANY LIMITS ON OPTIONS
5.1 No Option shall be granted under the Scheme if the grant would result in
any of the limits specified in this Rule being contravened.
5.2 At any time the total of:-
5.2.1 the aggregate nominal value of all Shares issued or which require to be
issued upon the exercise of Options granted under this Scheme during the
immediately preceding period of 10 years; and
5.2.2 the aggregate nominal value of all Shares issued or which require to be
issued upon the exercise of options granted under any other share option
scheme (not being a savings-related share option scheme) during that
period shall not exceed 5 per cent of the nominal value of the ordinary
share capital of the Company then in issue unless all Options granted in
excess of that limit are exercisable only in accordance with such special
condition or conditions as the Committee shall impose under Rule 2.3.
5.3 At any time the total of:-
5.3.1 the aggregate nominal value of all Shares issued or which require to be
issued upon the exercise of Options granted under this Scheme during the
immediately preceding period of 10 years;
5.3.2 the aggregate nominal value of all Shares issued or which require to be
issued upon the exercise of options granted under any other share option
scheme during that period; and
5.3.3 the aggregate nominal value of all Shares issued pursuant to any other
employee share scheme during that period
5
<PAGE> 7
shall not exceed 10 per cent of the nominal value of the ordinary share
capital of the Company then in issue.
5.4 In determining at any time whether any of the limits specified in this
Rule 5 have been complied with no account shall be taken of and there
shall be disregarded in calculating the nominal value of the Shares issued
or which require to be issued upon the exercise of any Options or
options:-
5.4.1 all Shares which would have been required to be issued pursuant to any
Option or option which has lapsed or been surrendered or disclaimed, and
5.4.2 all Options granted before Shares are first listed on the Alternative
Investment Market.
5.5 Any references in this Rule 5 to any or any other share option scheme or
to any savings-related share option scheme or to any employee share scheme
shall be construed respectively as references to such schemes as have been
or may be established by the Company or by any Associated Company to which
Shares are subject.
6 EXERCISE OF OPTIONS
6.1 Any Option which has not lapsed or been surrendered may be exercised in
whole or in part at any time and from time to time following the earliest
to occur of the following events:-
6.1.1 the third anniversary of the Date of Grant;
6.1.2 the death of the Option Holder;
6.1.3 the Option becoming exercisable in accordance with Rule 8; and
6.1.4 the Option becoming exercisable in accordance with Rule 9.
6.2 If at any time before the third anniversary of the Date of Grant of any
Option there shall occur in relation to the Option Holder or the Company
any event which the Committee shall consider makes it appropriate, acting
in the best interests of the Company and the Option Holders, for such
Option to become exercisable then the Committee may determine that such
Option shall be exercisable for such period ending not later than the day
before the day on which the Option would otherwise become exercisable and
not exceeding six months as the Committee shall determine. The Committee
may, if it thinks it appropriate, in relation to any exercise of Option
taking place within such period waive any condition of exercise which
would otherwise be applicable. For the avoidance of doubt such Option
shall not lapse at the end of such period, unless the Committee shall so
determine.
6.3 If under Rule 2.3 an Option is exercisable subject to the satisfaction or
waiver of any condition or conditions then, except as otherwise provided
in the Rules or as stated in the Certificate of Option issued at the time
of grant, it shall be exercisable only if those
6
<PAGE> 8
condition or conditions (as varied or amended in accordance with Rule 2.3)
have been satisfied or waived at the time of exercise.
7 LAPSE OF OPTIONS
7.1 An Option shall lapse on the date on which there shall occur the earliest
to occur of the following events:-
7.1.1 the tenth anniversary of the Date of Grant;
7.1.2 the first anniversary of the death of the Option Holder:
7.1.3 where Rule 6.2 applies and the Committee has determined that the Option
concerned should lapse at the end of the period during which it is
exercisable by virtue of that Rule, the end of that period;
7.1.4 where Rule 8 applies, the date of lapse determined in accordance with Rule
8;
7.1.5 where Rule 9 applies, unless a release has been effected under Rule 9.4,
the end of the relevant period specified in Rule 9 during which an Option
may be exercised, but only if not later than one month before the end of
that period the Committee shall give notice to Option Holders that Options
shall so lapse; and
7.1.6 the Option Holder being adjudicated bankrupt or declared apparently
insolvent.
7.2 An Option which is exercisable subject to satisfaction of a condition
imposed under Rule 2.3 shall lapse if, or to the extent that, it is
determined that the condition has not been satisfied.
8 CESSATION OF SERVICE
8.1 This Rule applies if an Option Holder ceases, other than by death, to be a
director or employee of a Participating Company and does not remain a
director or employee of another Participating Company.
8.2 All Options held by the Option Holder shall lapse when the cessation
occurs unless Rule 8.3 applies.
8.3 If:-
8.3.1 the cessation occurs by reason of injury, disability or retirement on
reaching normal retirement age, or
8.3.2 the cessation occurs for some other reason but within two months after the
cessation the Committee decides that Rule 8.2 should not apply
then, subject to Rule 8.4,:-
7
<PAGE> 9
8.3.3 any Option held by the Option Holder which immediately before the
cessation is exercisable shall remain exercisable until six months after
the date of cessation when it shall lapse; and
8.3.4 any Option held by the Option Holder which immediately before the
cessation has not become exercisable shall become exercisable if and when
and to the extent that it would have become exercisable if the cessation
had not occurred, and shall lapse six months after it first becomes
exercisable.
8.4 If Rule 8.3 applies the Committee may in its absolute discretion:-
8.4.1 decide that, as an alternative to the period during which an Option Holder
may exercise an Option in terms of Rule 8.3, the Option shall be
exercisable at such time or times or during such period and shall lapse at
such time, not later than the tenth anniversary of the Date of Grant, as
the Committee shall specify, and/or
8.4.2 waive any condition of exercise imposed under Rule 2.3.
9 TAKEOVERS AND LIQUIDATIONS
9.1 If any person obtains Control of the Company as a result of making
9.1.1 general offer to acquire the whole of the issued ordinary share capital of
the Company (other than that which is 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
9.1.2 a general offer to acquire all the shares in the Company which are of the
same class as the Shares and which are not already owned by that person
then any Option may be exercised before the expiry of the period of six
months beginning at the time when the person making the offer has obtained
Control of the Company and any condition subject to which the offer is
made has been satisfied. If a person obtains Control of the Company as
contemplated by this Rule the Committee shall as soon as practicable
notify all Option Holders of that fact.
9.2 If under Article 418 of the Companies (Northern Ireland) Order 1986 or
Article 96 of the Insolvency (Northern Ireland) Order 1989 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, any Option may be
exercised before the expiry of the period of six months beginning on the
date on which the Court sanctions the compromise or arrangement. If the
Court sanctions a compromise or arrangement as contemplated by this Rule
the Committee shall as soon as practicable notify all Option Holders of
that fact.
9.3 If any person becomes bound or entitled to acquire shares in the Company
under Part XIVA of the Companies (Northern Ireland) Order 1986 any Option
may be exercised at any time when that person remains so bound or
entitled. If any person becomes bound or
8
<PAGE> 10
entitled as contemplated by this Rule the Committee shall as soon as
practicable notify all Option Holders of that fact.
9.4 If as a result of the occurrence of any of the events specified in Rule
9.1 or Rule 9.2 a company has obtained control of the Company, or if a
company has become bound or entitled as mentioned in Rule 9.3, the Company
shall seek the agreement of the Acquiring Company and if such agreement is
obtained any Option Holder may, within the Appropriate Period with the
agreement of the Acquiring Company, release all Options which he then
holds in exchange for the grant to him of new options which:
9.4.1 are in respect of shares in the Acquiring Company or some other company
which satisfy the conditions specified in paragraphs 10 to 14 inclusive of
Schedule 9;
9.4.2 carry the right to acquire such number of such shares as have on
acquisition of the new options an aggregate Market Value equal to the
aggregate Market Value at that time of the Shares subject to the Options;
9.4.3 have a total aggregate option price equal to the total amount which would
have been payable in the event of the exercise of all Options held by him;
9.4.4 are exercisable in the same manner as the Options were exercisable in
accordance with the provisions of the Scheme in effect immediately before
the Options were released; and
9.4.5 shall, for all other purposes of the Scheme be treated as having been
acquired at the time or respective times of acquisition of the Options
which are released in exchange for the grant of the new options.
9.5 If the Company passes a resolution for voluntary winding up, any Option
may be exercised within six months after the passing of the resolution.
9.6 For the purposes of this Rule 9 (other than Rule 9.4) 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.
9.7 Where new options are granted in accordance with Rule 9.4 then in relation
to such new options, Rules 6, 9 and 10 shall be construed as if references
to "the Company" were references to the company whose shares are subject
to the new options and as if references to "Shares" were references to the
shares subject to the new options.
10 VARIATION OF SHARE CAPITAL
In the event of any capitalisation issue, rights issue, consolidation,
sub-division or reduction or other variation of share capital by the
Company the number of Shares over which Options subsist and the
Acquisition Price for each of those Shares may, if the Committee considers
it appropriate, be adjusted in such manner as the Auditors confirm in
writing to be fair and reasonable provided that
9
<PAGE> 11
10.1 no adjustment shall be made without the prior approval of the Board of
Inland Revenue; and
10.2 following the adjustment the Shares continue to satisfy the conditions
specified in paragraphs 10 to 14 inclusive of Schedule 9.
The Company shall promptly after any adjustment has been made pursuant to
this Rule give notice thereof to all Option Holders.
11 MANNER OF EXERCISE OF OPTIONS
11.1 No Option may at any time be exercised by an Option Holder who is precluded
by paragraph 8 of Schedule 9 from participating in the Scheme.
11.2 No Option may be exercised at any time when the shares which may be thereby
acquired are not Shares as defined in Rule 1.1.
11.3 An Option shall be exercised by the Option Holder giving notice to the
Company in writing signed by him and setting out the number of Shares in
respect of which he wishes to exercise the Option and such notice shall be
accompanied by payment in full of the Acquisition Price payable for such
Shares and the relevant option certificate and shall be effective on the
date of its receipt by the Company.
11.4 Not later than thirty days after the date of exercise of any Option the
Shares which then fall to be acquired by the Option Holder shall be issued
or transferred to him and a definitive share certificate shall be issued to
him in respect of such Shares. Shares issued as a result of the exercise of
any Option shall rank PARI PASSU with the other shares of the same class in
issue at the date of issue, but shall not confer any right, dividends or
other benefits or entitlements the right to which is determined by
reference to a date preceding the date of issue.
11.5 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 shall be issued accordingly by the Company as soon
as possible after the partial exercise.
11.6 All allotments and issues and transfers of Shares to be made pursuant to
the Scheme shall be subject to the obtaining of all necessary statutory or
other consents.
12 ALTERATION
The Committee may from time to time alter or add to all or any of the Rules
in such manner and to such extent as the Committee shall think fit,
provided that
12.1 no alteration or addition shall materially and adversely affect the rights
of an Option Holder as regards an Option granted prior to the alteration or
addition being made; and
12.2 while and so long as the Scheme is approved under Schedule 9, no alteration
or addition shall have effect until approved by the Board of Inland
Revenue.
10
<PAGE> 12
13 EMPLOYMENT
The terms and conditions of the employment by any Participating Company of
any Option Holder shall not be changed or affected in any way by his being
the holder of any option under the Scheme, or by such rights as he may have
to participate in the Scheme. In the event of the termination of the
employment by a Participating Company of any Option Holder he shall not be
entitled to any compensation or damages in respect of any loss or
diminution in the value of his rights under the Scheme which may occur as a
result of such termination.
14 ADMINISTRATION
14.1 The Scheme shall be administered by the Committee whose decision on all
disputes and matters concerning the interpretation of the Rules shall be
final.
14.2 The cost of establishing and operating the Scheme shall be borne by the
Participating Companies in such proportions as the Committee shall
determine.
14.3 No person shall for the purposes of the Scheme be treated as ceasing to be
a director or employee of a Participating Company until he is no longer a
director or employee of the Company or of any Associated Company or other
company of which the Company has Control.
14.4 Any notice or other communication under or in connection with the Scheme
may be given by the Company either personally or by post and to the Company
either personally or by post to the secretary; items sent by post shall be
pre-paid and shall be deemed to have been received 72 hours after posting.
14.5 The Company shall at all times either keep available sufficient authorised
and unissued Shares to satisfy all Options which have neither lapsed or
been fully exercised, or shall procure that sufficient Shares are available
for transfer to satisfy all such Options.
14.6 The Scheme, the Rules and all other documents relating to the Scheme shall
be governed by and construed in accordance with Northern Irish Law.
11
