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EXHIBIT 99.1
ATLANTECH TECHNOLOGIES LIMITED
UNAPPROVED SHARE OPTION SCHEME 1995
SCHEME RULES
1. Definitions
1.1 In these Rules the following words and expressions shall
have the following meanings:-
"Appropriate Period" the meaning given in Paragraph
15(2) of Schedule 9 to the Taxes
Act;
"Board" the Board of Directors of the
Company or a duly constituted
committee thereof;
"Company" Atlantech Technologies Limited,
registered in Scotland with
Registered Number 136888;
"Control" the meaning given in Section 840
of the Taxes Act;
"Date of Grant" the date on which an Option is,
was, or is to be granted under
the Scheme;
"Eligible Employee" any director or employee of any
Participating Company, who is
required to devote to his duties
not less than twenty five hours
(or, in the case of an employee
who is not a director of any
Participating Company, twenty
hours) per week (excluding meal
breaks);
"the Taxes Act" The Income and Corporation Taxes
Act 1988;
"Option" a right to subscribe for Shares
granted (or to be granted) in
accordance with the Rules of
this Scheme;
"Option Shares" the Shares over which an Option
is, was, or is to be granted
under the Scheme;
"Participant" a director or employee, or
former director or employee, to
whom an Option has been granted
or (where the context so admits
or requires) the personal
representatives of any such
person;
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"Participating Company" the Company and any other
company which is under the
Control of the Company and which
is for the time being nominated
by the Board to be a
Participating Company;
"Scheme" the share option scheme (the
Atlantech Technologies
Unapproved Share Option Scheme)
constituted and governed by
these rules as from time to time
amended;
"Share" a share in the capital of the
Company;
"Option Price" the price at which each
Option Share may be acquired on
the exercise of that Option.
1.2 Where the context so admits the singular shall include
the plural and vice versa and the masculine shall
include the feminine.
1.3 Any reference in the Scheme to any enactment includes a
reference to that enactment as from time to time
modified, extended or re-enacted.
2. Grant of Options
2.1 An Option may only be granted to an Eligible Employee
who is nominated at the discretion of the Board.
2.2 The Company shall issue to each Participant an option
certificate in such form as the Board may prescribe.
Each such certificate shall specify the Date of Grant,
the number and class of Shares over which the Option is
granted and the Option Price. The option certificate
shall be signed by two directors of the Company or by
one director of the Company and the Company Secretary.
3. Exercise of Options
3.1 Subject to the following provisions of these Rules any
Option which has not lapsed may be exercised in whole or
in part at any time.
3.2 Except in respect of exercise of an Option under the
circumstances specified in Rule 4 below, an Option may
not be exercised until the first anniversary of the Date
of Grant, may not be exercised to the extent of more
than one third of the Option Shares prior to the second
anniversary of the Date of Grant and may not be
exercised to the extent of more than two thirds of the
Option Shares prior to the third anniversary of the Date
of Grant.
3.3 An Option shall lapse on the earliest of the following
events:-
(i) the seventh anniversary of the Date of
Grant;
(ii) six months following the date of the
Participant's death;
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(iii) one month following the Participant ceasing
to be a director or employee of any
Participating Company by reason of injury,
disability or retirement on or after
reaching age sixty five;
(iv) upon the Participant ceasing to be a
director or employee of any Participating
Company by reason of injury, disability or
retirement on or after reaching age sixty
five or if the Company of which he is a
director or employee ceases to be a
Participating Company, provided that the
Board may, in its absolute discretion and
subject to such conditions as the Board may
determine, allow such Participant to
exercise all or any of his Option(s);
(v) unless a release has been effected under
Rule 4.4, six months after any person
obtains Control of the Company in terms of
Rule 4.1;
(vi) the Participant being adjudicated bankrupt;
(vii) the winding up of the Company;
(viii) expiry of the period of six months referred
to in Rule 4.2 or of the period referred to
in Rule 4.3.
4. Takeovers and Liquidations
4.1 If any person obtains Control of the Company as a result
of making:-
(i) a general offer to acquire the whole of the
issued share capital of the Company; or
(ii) a general offer to acquire all the shares in
the Company which are of the same class as
the Option Shares;
then any Option existing at that date may subject to
Rule 4.4 below be exercised within six months of the
time when the person making the offer has obtained
Control of the Company. For the purposes of this Rule
4.1 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.
4.2 If under Section 425 of the Companies Act 1985 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 subject
to Rule 4.4 below be exercised within six months of the
Court sanctioning the compromise or arrangement.
4.3 If any person becomes bound or entitled to acquire
shares in the Company under Sections 428 to 430F of the
Companies Act 1985 any Option may subject to Rule 4.4
below be exercised at any time during any period when
that person remains so bound or entitled.
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4.4 If as a result of the events specified in Rules 4.1 and
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 Participant may, by agreement with that
other company (the "Acquiring Company"), within the
Appropriate Period, release each existing Option (the
"Old Option") for an option (the "New Option") which
satisfied the conditions that it:-
(i) is over shares in the Acquiring Company or
some other company;
(ii) has a subscription price per share such that
the aggregate price payable on the complete
exercise equals the aggregate price which
would have been payable on complete exercise
of the Old Option; and
(iii) 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.
Where any New Options are granted pursuant to this Rule
4.4, these Rules shall, in relation to the New Options,
be construed as if references to the Company and to the
Shares were references to the Acquiring Company and to
the shares in the Acquiring Company.
4.5 If the Company passes a resolution for voluntary winding
up, any Options may be exercised within six months of
the passing of the resolution.
4.6 The exercise of an Option pursuant to the preceding
provisions of this Rule 4 shall be subject to the
provisions of Rule 6 below.
5. Variation of the Share Capital
5.1 In the event of any variation of the share capital of
the Company by way of capitalisation or rights issue,
consolidation, subdivision or reduction of capital or
otherwise, the number of Shares subject to any Option
and the Option Price for each of those Shares shall be
adjusted in such manner as the Board may determine and
such decision of the Board shall be final and binding on
the Participant and the Participating Company.
5.2 Notice of any such adjustment shall be given to the
Participant by the Board, who may call in the Option
Certificates for endorsement.
6. Manner of Exercise of Options
6.1 An Option shall be exercised by the Participant giving
notice to the Company in writing of the number of Shares
in respect of which he wishes to exercise the Option
accompanied by the appropriate payment and the relevant
option certificate and shall be effective on the date of
its receipt by the Company.
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6.2 Shares shall be allotted and issued pursuant to a notice
of exercise within thirty days of the date of exercise
and a definitive share certificate issued to the
Participant in respect thereof. Save for any rights
determined by reference to a date preceding the date of
allotment, such Shares shall rank pari passu with the
other shares of the same class in issue at the date of
allotment.
6.3 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 by the Company as soon as possible after
the partial exercise.
6.4 A Participant shall not be entitled to exercise any
Option unless and until he has entered into arrangements
which are in all respects satisfactory to the Company to
enable the Company to recover from the Participant any
and all income tax and national insurance contributions
which the Company is obliged to pay on behalf of the
Participant as a result of the exercise of the Option by
the Participant.
7. Administration and Amendment
7.1 The Scheme shall be administered by the Board whose
decision on all disputes shall be final.
7.2 The Board may from time to time amend these Rules in any
way it sees fit provided that no amendment may
materially affect a Participant as regards an Option
granted prior to the amendment being made.
7.3 The cost of establishing and operating the Scheme shall
be borne by the Participating Companies in such
proportions as the Board shall determine.
7.4 The Company may distribute to Participants copies of any
notice or document normally sent by the Company to its
members.
7.5 Any notice or other communication under or in connection
with the Scheme may be given by the Company either
personally or by post to the Secretary. Items sent by
post shall be prepaid and shall be deemed to have been
received seventy two hours after posting.
7.6 The Company shall at all times keep available sufficient
authorised and unissued Shares to satisfy the exercise
to the full extent still possible of all Options which
have neither lapsed nor been fully exercised, taking
account of any other obligations of the Company to issue
unissued Shares.
7.7 Every Option granted hereunder shall be personal to the
Participant and, except where a personal representative
is entitled to exercise the Option following the death
of a Participant, neither the Option not the benefit
thereof may be transferred, assigned, charged or
otherwise alienated.
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7.8 The Company by ordinary resolution, or the Board may at
any time discontinue the operation of the Scheme, and in
such event no further Options will be offered but in all
other respects the provisions of the Scheme shall remain
in force.
8. Loss of Office
8.1 This Scheme shall not form part of any contract of
employment between any Participant and any Participating
Company and shall not confer on any Participant any
legal rights (save in respect of his rights to exercise
an Option whilst a Participant hereunder) whatsoever
against any Participating Company, nor give rise to any
claim or cause of action in law.
8.2 Options granted or the benefit thereof shall not (except
as may be required by taxation law) form part of the
emoluments of any Participant or count as wages or
remuneration for pension or other purposes. In no
circumstances shall a Participant on ceasing to be an
eligible Employee by reason of dismissal or otherwise,
be entitled to or claim against any Participating
Company or former Participating Company any compensation
for or in respect of any consequential diminution or
extinction of his rights or benefits (actual or
prospective) under any Option then held by him or
otherwise in connection with this Scheme.
9. Overriding Lapse of Options
Notwithstanding any other provision of the Scheme no Option shall be
capable of being exercised after the expiry of the period of seven
years from the Date of Grant.
10. Governing Law
These Rules and the Scheme shall be governed by the Law of Scotland.
