15. Exchange Control Information. Cross-border payments in excess of 12,500 must be reported monthly to the German Federal Bank. If Optionee uses a German bank to transfer a cross-border payment in excess of 12,500 in connection with the sale of Shares acquired under the Plan, the bank will make the report for Optionee. In addition, Optionee must report any receivables, payables, or debts in foreign currency exceeding an amount of 5,000,000 on a monthly basis. Finally, Optionee must report on an annual basis if Optionee holds Shares that exceed 10% of the total voting capital of the Company.
The following provisions are added as Sections 14, 15, 16 and 17 of the Agreement:
14. Warning. The Option and Shares issued at exercise do not constitute a public offering of securities under Hong Kong law and are available only to employees, consultants and non-employee directors of the Company, its parent, subsidiary or affiliate. The Agreement, including this Addendum, the Plan and other incidental award documentation have not been prepared in accordance with and are not intended to constitute a prospectus for a public offering of securities under the applicable securities legislation in Hong Kong, nor has the award documentation been reviewed by any regulatory authority in Hong Kong. The Option is intended only for the personal use of each eligible employee, consultant and non-employee director of Optionees employer, the Company, its parent or any subsidiary or affiliate and may not be distributed to any other person. If Optionee is in any doubt about any of the contents of the Agreement, including this Addendum, or the Plan, Optionee should obtain independent professional advice.
15. Sale of Shares. In the event the Option vests and is exercised within six (6) months of the Date of Grant, Optionee agrees that Optionee will not dispose of any Shares acquired prior to the six (6)-month anniversary of the Date of Grant.
16. Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
17. Privacy. The processing of a Optionees personal data shall be handled in such a manner as to comply with the Section 33 of the Hong Kong Personal Data (Privacy) Ordinance.
Definitions. Notwithstanding the provisions of the Plan or the Agreement, the following definitions will have the meaning given to them for Options granted to Employees resident in India.
Employee means any person permanently employed by the Company or any Indian Subsidiary of the Company or a director, whether whole-time or not, of the Company or any Indian Subsidiary of the Company, within the meaning of the Employees Stock Option Plan or Scheme Guidelines issued by the Ministry of Finance of the Government of India on October 11, 2001. The term Employee, however, will not include an individual who is a Promoter (or belongs to the Promoter Group) or a director of the Company or any Indian Subsidiary of the Company who either by himself/herself or through his/her Relative or through a corporate entity, holds, directly or indirectly, more than 10% of the equity of the Company.
Relative means immediate relative, namely ones spouse, parent, brother, sister or child of the person or spouse.
FEMA means the Foreign Exchange Management Act, 1999 of India, the rules and regulations notified thereunder and any amendments thereto. The restrictions under FEMA, as referred to in this Agreement and as existing on the date of this Agreement, will be read to include the amendments made to FEMA subsequent to the date of this Agreement and will be deemed to have always included such amendments.
Indian Subsidiary means (x)(i) that private limited company organized under the laws of India (ii) that employs or contracts with (as applicable) the Optionee, for so long as the holding-subsidiary relationship exists between the Company and the Subsidiary, as per the provisions of Section 4 of the Indian Companies Act, 1956.