SHARE OPTION AGREEMENT
By and between:
[=Option holder address]
(the "Option holder")
The Option holder is an employee of the Company.
The Company seeks to motivate the Option Holder to give its best performance to the Company by inviting the Option Holder to be a shareholder in the Company and to allow the Option Holder to benefit from the Company's success, subject to the terms and conditions of this agreement.
2. THE OPTION
The Company grants the Option Holder the following options for purchasing or subscribing to shares in the Company (the “Options”):
Date of grant: [=date of grant]
Number granted: [=number of shares] shares (the “Option Shares”)
Exercise price per share: NOK [=strike price] (the “Strike Price”)
Date of expiration: 10 years after the date of grant
3. ACQUISITION PERIOD
The maximum number of Option Shares that may be purchased or subscribed by the Option Holder in the exercise of the Options over the four-year period from the date of grant is determined as follows:
- 25% of the options granted can be exercised from the date twelve (12) months after the date of grant.
- A further one forty-eighth (1/48) can be exercised in each following month.
Options not exercised under this Agreement accumulate and may be exercised by the Option Holder at any time prior to, but not on or after, the date of expiration as specified in section 2. The Options granted in this Agreement are invalid and can no longer be exercised after the date of expiration.
4. ADJUSTMENT CLAUSE
If, before the Options are fully exercised, the number of shares in the Company is altered through (i) an amendment of the number of shares without amendments in the Company’s share capital (for instance by share split or merger of shares), or (ii) issuance of new shares based on a share capital increase by fund issue, or (iii) reduction of the share capital by redemption of shares without distribution to the shareholders, the number of Option Shares shall be adjusted (increase or decrease) accordingly. Other additions or reductions to the share capital, including, but not limited to changes to the share capital through issuance of new shares, mergers, demergers or share capital reductions shall not affect the number of Option Shares granted under this Agreement.
5. EXERCISING THE OPTION
During the period until the date of expiration, Options may be exercised only once each quarter and prior to 1 February, 1 May, 1 August and 1 November. Purchase requests must be submitted in writing to the CEO of the Company and must clearly specify the number of Option Shares the Option Holder seeks to purchase.
The Option Holder must immediately, and by the above-mentioned purchase deadlines, pay a sum corresponding to the number of Option Shares multiplied by the Exercise Price. This sum must be deposited in the bank account designated by the Company.
If payment for the exercised Option Shares is not received by the requisite deadline, the purchase request is considered invalid and the Option Holder must submit a new request at a later date in accordance with the timeframes specified in this Agreement.
Shareholder rights are effective from the time when the shares are issued, and the Option holder is entered into the shareholders’ register of the Company as owner of the shares.
The shares may, at the Company’s sole discretion, be (a) issued to the Option Holder through a share capital increase resolved by the general meeting, (b) issued to the Option holder through a share capital increase resolved by the board of directors pursuant to a power of attorney granted by the general meeting, (c) transferred to the Option Holder through a sale of own shares (treasury shares) held by the Company at the time, or (d) transferred to the Option Holder through a sale of shares from a third party designated by the Company. The issuance or transfer of the shares shall take place within reasonable time and in any event within six months after the date when the Options are exercised.
The Option Holder acknowledge that neither the Company nor any of its directors or employees shall be responsible for any losses incurred by the Option Holder in the event that the general meeting does not resolve the required share capital increase or grant the board of directors and adequate power of attorney, nor shall the Company have any obligations to obtain such shares from other sources in order to satisfy the Options.
6. TRADING THE OPTION
The Options may not be traded or transferred to others.
7. REPORTING PROFITS AND GAINS
Any profits that may result from exercising the Options will be reported to the Norwegian tax authorities by the Company. The Option Holder is required to provide the Company with the information it needs to fulfill this obligation.
8. CONDITIONS FOR EXERCISING THE OPTION
This Agreement and any remaining Options ceases to apply with immediate effect if the Option Holder gives or receives notice that the employment relationship (or, in the event that the option holder is not an employee, the membership of the board of directors or strategic relationship as referred to in Section 1 (A)) between the Option Holder and the Company or a subsidiary is terminated for any reason. The Option Holder can submit a request to exercise within 14 days after such termination notice for all vested Options due at the date of termination. After this deadline, the Option Holder cannot submit any requests to exercise. If the Option Holder dies or is no longer able to work as a result of serious illness (documented disability), the Option Holder (or legal inheritors or the estate) may exercise these Options provided (a) that this is done prior to the date of expiration specified in Section 2, and (b) that this shall only apply to options that are fully vested in accordance with Section 3 (a) and (b) on the date when the Option Holder ceases to work (or be a director or strategic cooperation partner as the case may be) for the Company or its subsidiaries.
9. SHAREHOLDERS’ AGREEMENT
By exercising of any Options, the Option Holder accepts to become a party to any shareholders’ agreements in place among the shareholders or a majority of the shareholders of the Company. The Company requires the Option Holder to issue a separate deed of adherence or similar instrument to this effect.
10. ACCELERATED VESTING IN CASE OF LIQUIDATION EVENT
In the event of (i) a liquidation of the Company, (ii) a sale of all or substantially all of the shares in the Company, (iii) a sale of all or substantially all of the assets of the Company, (iv) a merger or merger-like transaction in which the Company is not the surviving entity, or (v) a merger or merger-like transaction where the Company is valued at less than fifty percent of the merged entity (a “Liquidation Event”), all unvested Options shall immediately vest and the Company may request the Option Holder to exercise the Options within a period of 14 days from the date of the notice. That part of the Options which is not exercised within such 14 days period shall immediately lapse without further notice and not be exercisable on any later date.
With respect to any Options exercised in connection with a Liquidation event, the Company shall be entitled to disburse a cash compensation (the “Cash Compensation”) to the Option Holder instead of issuing Option Shares. The Cash Compensation shall be equivalent to the difference between the total market value of the Option Shares the Option Holder wishes to subscribe for at the time of the rightful exercise of the Option (“Market Value”), and the Exercise Price multiplied by such number of Option Shares. The parties presuppose that disbursement of a Cash Compensation shall not entail duty to allow for a holiday pay on this amount, cf. the Norwegian Paid Holidays Act, Section 10 (1) letter c. If the Market Value is lower than the total subscription amount for the said number of Option Shares, the Option Holder will not receive a Cash Compensation from the Company. The Market Value shall be deemed to be equal to the valuation assigned to the Company in the Liquidation Event.
11. TAXES ASSOCIATED WITH THE OPTION
The Option Holder is personally responsible for all taxes applicable at any given time to option agreements and the exercise of any such options.
12. SHARE PRICE FLUCTUATIONS
The Option Holder recognizes that the stock market is unpredictable. This implies that there may be substantial fluctuations in the share price from the time the request to exercise the options is submitted (section 5) until the shares are registered in the Company’s shareholders’ register or the Norwegian Registry of Securities (VPS). The Option Holder also accepts that this process may take several months. The Option Holder accepts that the Company is not responsible for any decline in the share price from the time the Option Holder exercises the Options to the time the shares are registered in the Option Holder's VPS account or in the Company’s shareholders’ register.
The Option Holder agrees that this Agreement is a confidential agreement between the Option Holder and the Company. Any breach of this confidentiality by the Option Holder may result in the cancellation of the Agreement and the assigned Options.
14. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with Norwegian law. Any disputes that may arise from this Agreement shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo city court as agreed venue.
This Agreement is signed in duplicate, with one for each Party.
Share Option Agreement, Rev 1.1