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EXHIBIT 99.2
ATLANTECH TECHNOLOGIES LIMITED
UNAPPROVED SHARE OPTION SCHEME 1999
SCHEME RULES
1. Definitions
1.1 In these Rules the following words and expressions shall
have the following meanings:-
"Appropriate Period" the period of two months
beginning with the date upon
which the Acquiring Company (as
defined in Rule 4.1) obtains
Control of the Company;
"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 Exercise" the date of receipt by the
Company of the notice referred
to in Rule 6 hereof;
"Date of Grant" the date on which an Option is,
was, or is to be granted under
the Scheme;
"Eligible Individual" any director or employee of any
Participating Company or any
other person who provides
services (other than the
provision of finance) to any
Participating Company;
"the Taxes Act" The Income and Corporation Taxes
Act 1988;
"Market Value" the fair market value of a Share
on any day, as determined by the
Board in its discretion but
after taking advice from the
Company's auditors for the time
being;
"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;
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"Participant" a person to whom an Option has
been granted or (where the
context so admits or requires)
the personal representatives of
any such person;
"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;
"Relevant Percentage" the percentage that the number
of complete months since the
Date of Grant forms of forty
eight months;
"Scheme" the share option scheme (the
Atlantech Technologies
Unapproved Share Option Scheme
1999) 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 Individual
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 (which may not be less than
the Market Value of a Share on the Date of Grant). The
option certificate shall be signed by two directors of
the Company or by one director of the Company and the
Company Secretary.
2.3 The number of Shares over which Options may be granted
under this Scheme may not exceed 1,772,411, less such
number of Shares over which options have been granted
under the Company's Unapproved Share Option Scheme 1995
and the Company's 1998 Stock Option Plan, provided that
no account shall be taken of any Shares where the right
to acquire such Shares was released or lapsed without
being exercised.
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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 Subject to the provisions of Rules 3.3, 3.4 and 4.2, an
Option may not be exercised until the first anniversary
of the Date of Grant and thereafter may be exercised to
the extent of the Relevant Percentage of the Option
Shares.
3.3 An Option may not in any event be exercised before the
earliest of (i) the termination or closing of the Stock
Purchase Agreement entered into between Cisco Systems,
Inc. and the Company's shareholders pursuant to the
Purchase Option (ii) the termination of the Purchase
Option or (iii) 31 May 2001.
3.4 An Option shall lapse on the earliest of the following
events:-
(i) the tenth anniversary of the Date of Grant;
(ii) six months following the date of the
Participant's death;
(iii) if on the Date of Grant the Participant is a
director or employee of any Participating
Company, one month following the Participant
ceasing to be a director or employee by
reason of injury, disability or retirement
on or after reaching age sixty five;
(iv) if on the Date of Grant the Participant is a
director or employee of any Participating
Company, upon the Participant ceasing to be
a director or employee for any reason other
than death, 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) the Participant being adjudicated bankrupt;
(vi) a winding up of the Company;
(vii) the date referred to in Rule 4.2 below;
(viii) if on the Date of Grant the Participant was
a person who provided services to a
Participating Company other than as a
director or employee, the second anniversary
of the date upon which such person ceases to
provide services to a Participating Company.
4. Takeovers
4.1 If any company or other corporate entity ("the Acquiring
Company") obtains Control of the Company ("the
Acquisition") on request by the
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Acquiring Company to the Company each existing Option
(the "Old Option") shall be exchanged for an option (the
"New Option") which satisfies the conditions that it:-
(i) is over shares in the Acquiring Company or
some other company, with such number
adjusted to reflect the Acquisition on the
same basis as the Acquiring Company's shares
are exchanged for the Company's shares in
the Acquisition (or, if the Acquisition does
not involve an exchange of shares, such
other consideration as may be paid for the
Company's shares) ;
(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;
(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 exchanged pursuant to this
Rule 4.1, 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.
4.2 If any company or other corporate entity obtains Control
of the Company but does not request the exchange of each
existing Option pursuant to Rule 4.1, then each existing
Option will become exercisable in full immediately prior
to Control being obtained but will lapse if it is not
exercised by the date on which Control is obtained by
the acquiring company or other corporate entity provided
that the Company shall provide Option Holders with at
least fifteen days' prior notice if Options are to
become exercisable in full pursuant to this Rule 4.2.
4.3 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
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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.
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 (including but not limited to the
deduction of such tax and national insurance
contributions from any earnings payable to a
Participant, direct collection from a Participant or the
disposal of Shares due to a Participant pursuant to the
exercise of an Option).
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 if such amendment
adversely affects any Options granted or the interests
of the relevant Participants therein such amendment
shall not apply to such Options except with the prior
written consents of the relevant Participants.
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.
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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.
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 ten
years from the Date of Grant.
10. Governing Law
These Rules and the Scheme shall be governed by the Law of Scotland.
