Forms of Option Agreement and Notice of Stock Option Grant under 2021 Equity Incentive Plan, effective August 23, 2022
Exhibit 10.1
Cytek Biosciences, INC.
Stock Option Grant Notice
(2021 Equity Incentive Plan)
Cytek Biosciences, Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Grant Notice”), the Global Stock Option Agreement, including any additional terms and conditions for your country included in the appendix attached thereto (together with the Global Stock Option Agreement, the “Option Agreement”), the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement shall have the meanings set forth in the Plan or the Option Agreement, as applicable.
Optionholder: |
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Date of Grant: |
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Vesting Commencement Date: |
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Number of Shares of Common Stock Subject to Option: |
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Exercise Price (Per Share): |
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Total Exercise Price: |
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Expiration Date: |
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Type of Grant: [Incentive Stock Option] OR [Nonstatutory Stock Option]
Exercise and
Vesting Schedule: Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:
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Optionholder
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:
Exhibit 10.1
Cytek Biosciences, INC. By: Title: Date:
| Optionholder: By: Date:
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Exhibit 10.1
Cytek Biosciences, INC.
2021 Equity Incentive Plan
Global Stock Option Agreement
As reflected by your Stock Option Grant Notice (“Grant Notice”) Cytek Biosciences, Inc. (the “Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). The terms of your Option as specified in the Grant Notice and this Global Stock Option Agreement, including any additional terms and conditions for your country included in the appendix attached hereto, constitute your Option Agreement. Capitalized terms not explicitly defined in this Option Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable.
The general terms and conditions applicable to your Option are as follows:
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Exhibit 10.1
Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall not expire until the earlier of (i) twelve months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in the Plan.
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
* * * *
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Exhibit 10.1
APPENDIX
to the
Cytek Biosciences, Inc.
2021 Equity Incentive Plan
Global Stock Option Agreement
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan, the Grant Notice and/or the Global Stock Option Agreement.
Terms and Conditions
This Appendix includes additional terms and conditions that govern the Option granted to you under the Plan if you are an employee that works or resides outside the U.S. and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer Continuous Service and/or residency to another country after the date of grant, are a consultant, change employment status to a consultant position, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to the Service Recipient shall include any entity that engages your services.
Notifications
This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is provided solely for your convenience and is based on the securities, exchange control and other laws in effect in the respective countries as of June 1, 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date by the time you vest in or exercise the Option or sell any shares of Common Stock acquired upon exercise.
In addition, the information contained in this Appendix is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the applicable laws in your country may apply to your situation.
Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer to another country after the date of grant, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you in the same manner.
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Exhibit 10.1
Australia
Notifications
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf. If there is no Australian bank involved in the transfer, you will be required to file the report. You should consult with your personal advisor to ensure that you are properly complying with applicable reporting requirements in Australia.
Securities Law Information. If you acquire shares of Common Stock under the Plan and offer the shares of Common Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. You should consult with your own legal advisor before making any such offer in Australia. You should obtain legal advice on your disclosure obligations prior to making such offer.
Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Option granted under the Plan, such that the shares of Common Stock are intended to be subject to deferred taxation.
Belgium
Notifications
Foreign Asset/Account Reporting Information. Belgian residents are required to report any security (e.g., shares of Common Stock acquired under the Plan) or bank account held outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which such account was opened). The forms to complete the report are available on the National Bank of Belgium website.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax may apply when shares of Common Stock acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax.
Annual Securities Account Tax Information. An “annual securities account tax” has been implemented, which imposes an annual tax on the value of qualifying securities held in a Belgian or foreign securities account. The tax will not apply unless the total value of securities you hold in such an account exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). Different payment obligations may apply, depending on whether the securities account is held with a Belgian or foreign financial institution. You should consult your personal tax advisor for more information regarding your annual securities accounts tax payment obligations.
Canada
Terms and Conditions
Method of Payment. The following provision supplements Section 2 and 4 of the Global Stock Option Agreement:
Notwithstanding any provision of the Option Agreement or the Plan to the contrary, you are prohibited from surrendering shares of Common Stock that you already own to pay the exercise price or any Tax-Related Items in connection with the Option. The Company reserves the right to permit this method of payment depending upon the development of local law.
Termination. This provision replaces Section 6(k) of the Global Stock Option Agreement:
For purposes of the Option, your Continuous Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement,
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Exhibit 10.1
if any) as of the date that is the earliest of: (a) the date you are no longer actively providing services to the Company or any Affiliate, or (b) the date you receive notice of termination of your Continuous Service, and, unless otherwise expressly provided in the Option Agreement or determined by the Company, (i) your right to vest in the Option under the Plan, if any, will terminate as of such date, and (ii) the period (if any) during which you may exercise the Option after such termination of Continuous Service will be measured starting as of such date. However, unless otherwise determined by the Company, the Option will continue to vest through, and the Post-Termination Exercise Period will not start until the end of, any statutory notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering service or the terms of your employment or other service agreement, if any. You will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost vesting. In case of any dispute as to whether termination of Continuous Service has occurred that cannot be reasonably determined under the Option Agreement and the Plan, the Plan Administrator shall have the sole discretion, subject to applicable legislation, to determine whether such termination has occurred and the effective date of such termination.
The following provisions apply if you are a resident of Québec:
Language Consent. The parties acknowledge that it is their express wish that this Option Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (“Option Agreement”), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Notifications
Securities Law Information. Shares of Common Stock acquired under the Plan may not be sold or otherwise disposed of within Canada. You are permitted to sell the shares of Common Stock acquired under the Plan only through the Designated Broker, provided the resale of the shares of Common Stock takes place outside Canada.
Foreign Asset/Account Reporting Information. You are required to report any foreign specified property including shares of Common Stock and rights to receive shares of Common Stock (e.g., Options) on form T1135 (Foreign Income Verification Statement) if the total cost of your foreign specified property exceeds C$100,000 at any time in the year. Options must be reported - generally at nil cost - if the C$100,000 cost threshold is exceeded because of other foreign specified property held by you. When shares of Common Stock are acquired, their cost is generally the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB ordinarily would equal the fair market value of the shares of Common Stock at the time of acquisition, but if you own other shares of Common Stock, this ACB may have to be averaged with the ACB of other shares of Common Stock. The form T1135 generally must be filed by April 30 of the following year. You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.
China
Terms and Conditions
The following terms and conditions apply if you are subject to exchange control restrictions and regulations in China, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”) as determined by the Company in its sole discretion.
Vesting/Exercisability. Notwithstanding anything to the contrary in the Plan or the Agreement, unless otherwise determined by the Company, the Option shall not vest and become exercisable unless and until the Company or any Affiliate in China receives all necessary approvals from the State Administration of Foreign Exchange (“SAFE”) or its local counterpart under the Implementing Rules of the Measures for Administration of Foreign Exchange of Individuals to offer such awards in China. Once SAFE approval has been received and provided you maintain
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Exhibit 10.1
Continuous Service for the Company or an Affiliate, you will receive a vesting credit for that portion of the Option that would have vested prior to obtaining SAFE approval, if applicable, and the remaining portion of the Option will vest in accordance with the Option Agreement. Unless otherwise determined b the Company, if your Continuous Service terminates prior to the receipt of SAFE approval, the Option will be forfeited without any liability to the Company, the Service Recipient or any other Affiliate.
Cashless Exercise Restriction. Notwithstanding anything to the contrary in the Global Option Agreement, due to legal restrictions in China, you will be required to pay the exercise price by a cashless exercise through the Designated Broker, such that all shares of Common Stock subject to the exercised Option will be sold immediately upon exercise (i.e., a “same day sale”) and the sales proceeds, less the exercise price, any Tax-Related Items and broker’s fees or commissions, will be remitted to you in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in the terms and conditions for China set forth below under “Exchange Control Restrictions.” The Company reserves the right to provide you with additional methods of exercise depending on the development of local law.
Further, you acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the Date of Grant.
Due to fluctuations in price and/or applicable exchange rates between the exercise date and the date on which the proceeds can be remitted to China, the amount of proceeds ultimately distributed to you may reflect an amount that is more or less than the market value of the shares of Common Stock on the exercise date (which is the amount relevant to determining your liability for Tax-Related Items). You understand and agree that the Company is not responsible for the amount of any loss that you may incur and that the Company assumes no liability for any fluctuations in the price of share of Common Stock and/or any applicable exchange rate.
Designated Broker Account. If shares of Common Stock issued pursuant to the Option are not immediately sold at exercise, you acknowledge that you are required to maintain the shares of Common Stock in an account as may be selected by the Company until the shares of Common Stock are sold through the Designated Broker.
Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock and any cash dividends paid on such shares of Common Stock to China. You further understand that, under local law, such repatriation of your cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or any other Affiliate, and you hereby consent and agree that any proceeds from the sale of shares of Common Stock or any cash dividends paid on such shares of Common Stock may be transferred to such special account prior to being delivered to you.
The proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to you in U.S. dollars, you understand that you will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Service Recipient and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time the shares of Common Stock are sold or dividends are received and the time the proceeds are distributed through any such special exchange account.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
Colombia
Terms and Conditions
Labor Law Acknowledgment. By accepting the Option, you expressly acknowledge that, pursuant to Article 15 of Law 50/1990 (Article 128 of the Colombian Labor Code), the Option and any shares of Common Stock you receive
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Exhibit 10.1
pursuant to the Option are wholly discretionary and are a benefit of an extraordinary nature that do not exclusively depend on your performance. Accordingly, the Plan, Option and any related benefits do not constitute a component of your “salary” for any legal purpose, including for the purposes of calculating any and all labor benefits, such as fringe benefits, vacation pay, termination or other indemnities, payroll taxes, social insurance contributions or any outstanding employment-related amounts, subject to limitations provided in Law 1393/2010.
Notifications
Securities Law Information. The underlying shares of Common Stock are not and will not be registered in the Colombian registry of publicly traded securities (Registro Vacional de Valores y Emisores) and therefore the underlying shares of Common Stock may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia. An offer of shares of Common Stock to employees or other service providers will not be considered a public offer provided that it meets conditions set forth in Decree 1351, 2019.
Exchange Control Information. Your investments in shares of Common Stock outside Colombia (including shares of Common Stock acquired under the Plan) are subject to registration before the Central Bank (Banco de la República) as a foreign investment held abroad, regardless of value. In addition, all payments for your investment originating in Colombia (and the liquidation of such investments) must be transferred through the Colombian foreign exchange market (e.g., local banks), which includes the obligation of correctly completing and filing the appropriate foreign exchange form (declaración de cambio).
Foreign Asset/Account Reporting Information. You may be required to file an annual information return detailing any assets held abroad to the Colombian Tax Office. If the individual value of these assets exceeds a certain threshold, you must identify and characterize each asset, specify the jurisdiction in which it is located and provide its value.
France
Terms and Conditions
French Language Provision. By accepting this Option, you confirm having read and understood the documents relating to this grant (the Plan and this Option Agreement), including all terms and conditions included therein, which were provided in the English language. You accept the terms and conditions of these documents accordingly.
En acceptant cette Option, vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et le présent Contrat d’Attribution), y compris les termes et conditions de ces documents, qui ont été communiqués en langue anglaise. Vous acceptez les termes et conditions de ces documents en connaissance de cause.
Notifications
Tax Information. The Option is not intended to qualify for specific tax and social security treatment applicable to stock options granted under Articles L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended.
Exchange Control Information. The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs and excise authorities when the value of such cash or securities is equal to or greater than a certain amount. You should consult with your personal financial advisor for further details regarding this requirement.
Foreign Asset/Account Reporting Information. You are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing your annual tax return.
Germany
Notifications
Exchange Control Information. Cross-border payments and certain other transactions with a value in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection
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Exhibit 10.1
with securities (including proceeds realized upon the sale of shares of Common Stock or from the receipt of any dividends paid on such shares of Common Stock), the report must be made by the 5th day of the month following the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeines Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. In addition, you may be required to report the acquisition of shares of Common Stock to the Bundesbank via email or telephone if the value of the shares of Common Stock acquired exceeds €12,500. You are responsible for complying with applicable reporting requirements and should consult with your advisor or directly with the Bundesbank as to the transactions that trigger a reporting obligation.
Foreign Asset/Account Reporting Information. If your acquisition of shares of Common Stock under the Plan leads to a so-called qualified participation at any point during the calendar year, you will need to report the acquisition when you file your tax return for the relevant year. A qualified participation is attained only if (i) you own at least 1% of the Company and the value of the shares of Common Stock acquired exceeds €150,000 or (ii) you hold shares of Common Stock exceeding 10% of the Company's total Common Stock.
Italy
Terms and Conditions
Method of Payment. The following provision supplements Sections 2 and 4 of the Global Stock Option Agreement:
You agree that, should the Company determine, in its sole discretion, that it is necessary or advisable under local law, you may be required to pay the exercise price for any shares of Common Stock subject to the Option by a cashless sell-all exercise, such that any shares of Common Stock to be issued to you will be sold immediately in a same-day sale transaction. You agree that the Company is authorized to instruct the Designated Broker to assist with the mandatory sale of such shares of Common Stock (on your behalf pursuant to this authorization) and you expressly authorize the Designated Broker to complete the sale of such shares of Common Stock. You acknowledge that the Designated Broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. If applicable, upon the sale of the shares of Common Stock, the cash proceeds from the sale, less any brokerage fees or commissions and subject to the Company’s obligations, if any, to satisfy Tax-Related Items, will be remitted to you. The Company reserves the right, in its sole discretion, to permit other methods of exercise.
Further, you acknowledge that you are not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the Date of Grant.
Plan Document Acknowledgement. By accepting the Option, you acknowledge you have received a copy of the Plan and the Option Agreement and have reviewed the Plan and the Option Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Option Agreement, including this Appendix.
Notifications
Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and shares of Common Stock) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also will apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Tax on Foreign Financial Assets. The value of any shares of Common Stock (and certain other foreign assets) you hold outside Italy will be subject to a foreign financial assets tax, to the extent the aggregate value of your covered foreign assets exceeds a certain threshold. The taxable amount is equal to the fair market value of the shares of Common Stock on December 31 or on the last day the shares of Common Stock were held (in such case, or when the shares of Common Stock are acquired during the course of the year, the tax is levied in proportion to the number of days the shares of Common Stock were held over the calendar year). If you are subject to this foreign financial assets tax, you will need to report the value of the financial assets held abroad in Form RM of your annual tax return. You are advised to contact your personal tax advisor for additional information about the foreign financial assets tax.
Japan
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Exhibit 10.1
Notifications
Exchange Control Information. If you acquire shares of Common Stock valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition of the shares of Common Stock.
In addition, if you pay more than ¥30,000,000 in a single transaction for the purchase of shares of Common Stock when you exercise the Option, you must file a Payment Report with the Ministry of Finance through the Bank of Japan within 20 days of the date that the payment is made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.
Please note that a Payment Report is required independently from a Securities Acquisition Report; therefore, you must file both a Payment Report and a Securities Acquisition Report if the total amount that you pay in a single transaction for exercising the Option and purchasing shares of Common Stock exceeds ¥100,000,000.
Foreign Asset/Account Reporting Information. You are required to report details of any assets held outside Japan as of December 31 (including shares of Common Stock acquired under the Plan), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 each year. You should consult with your personal tax advisor to determine if the reporting obligation applies to your personal situation.
Netherlands
There are no country-specific provisions.
Poland
Notifications
Exchange Control Information. Polish residents holding foreign securities (including shares of Common Stock) and maintaining accounts abroad may be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate. If required, the resident must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.
In addition, Polish residents are required to transfer funds (e.g., in connection with the sale of shares of Common Stock) through a bank in Poland if the transferred amount in any single transaction exceeds a specified threshold (currently €15,000 unless the transfer of funds is considered to be connected with the business activity of an entrepreneur, in which case a lower threshold may apply). Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five (5) years, as measured from the end of the year in which such transaction occurred.
Portugal
Terms and Conditions
Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Option Agreement.
Conhecimento da Lingua. Por meio do presente, você declaro expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.
Notifications
Exchange Control Information. If you are a resident of Portugal and you receive shares of Common Stock, the acquisition of such shares of Common Stock should be reported to the Banco de Portugal for statistical purposes. If
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Exhibit 10.1
the shares of Common Stock are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report to the Banco de Portugal. If the shares of Common Stock are not deposited with a commercial bank, broker or financial intermediary in Portugal, you will be responsible for submitting the report to the Banco de Portugal.
Singapore
Notifications
Securities Law Information. The grant of the Option under the Plan is being made pursuant to the “Qualifying Person exemption” under Section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Hence, statutory liability under the SFA in relation to the content of prospectuses will not apply. You should note that the Option is subject to Section 257 of the SFA and that the Option may not be offered or sold, or made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore, unless such offer, sale or invitation is made (i) more than six (6) months from the Date of Grant, (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than Section 280) of the SFA, or (iii) pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
To the extent you sell, offer to sell or otherwise dispose of shares of Common Stock acquired through the Plan within six months of the Date of Grant, you are permitted to dispose of such shares of Common Stock through the Designated Broker, provided the resale of shares of Common Stock acquired under the Plan takes place outside Singapore through the facilities of a stock exchange on which the shares of Common Stock are listed.
Director Notification Obligation. If you are a director, associate director or shadow director of a Singaporean Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate in writing when you receive an interest (e.g., Restricted Stock Units, shares of Common Stock) in the Company or an Affiliate. In addition, you must notify the Singaporean Affiliate when you sell any shares of Common Stock (including when you sell the shares of Common Stock acquired under the Plan). These notifications must be made within two (2) business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification must be made of your interests in the Company or any Affiliate within two (2) business days of becoming a director, associate director or shadow director of an Affiliate in Singapore.
Spain
Terms and Conditions
Labor Law Acknowledgement. As a condition of receipt of the Option, you acknowledge you understand and agree to participation in the Plan and that you have received a copy of the Plan.
You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to certain individuals who are eligible to receive Options under the Plan. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis. Consequently, you understand that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Option and the underlying shares of Common Stock is unknown and unpredictable. In addition, you understand that this grant would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the Option shall be null and void.
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Exhibit 10.1
Further, you understand and agree that an unvested portion of the Option will be cancelled immediately without entitlement to any shares of Common Stock underlying the Option if your Continuous Service terminated for any reason, including, but not limited to resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985.
In addition, you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Option shall be null and void.
Notifications
Exchange Control Information. If you hold 10% or more of the share capital of the Company or such other amount that would entitle you to join the Board, the acquisition, ownership and disposition of stock in a foreign company (including shares of Common Stock) must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones, the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. In this case, the declaration must be made in January for shares acquired or disposed of during the prior year and/or for shares owned as of December 31 of the prior year; however, if the value of the shares acquired or sold exceeds €1,502,530, the declaration must be filed within one month of the acquisition or disposition, as applicable.
When receiving foreign currency payments derived from the ownership of shares of Common Stock (i.e., dividends or sale proceeds) in excess of €50,000, you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required.
In addition, you may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.
Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Option. The Option Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.
Sweden
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 4 of the Global Stock Option Agreement:
Without limiting the Company’s and the Service Recipient's authority to satisfy their withholding obligations for Tax-Related Items as set forth in the Global Stock Option Agreement, in accepting the grant of Options, you authorize the Company and/or the Service Recipient to withhold shares of Common Stock or to sell shares of Common Stock otherwise deliverable to you upon exercise to satisfy Tax-Related Items, regardless of whether the Company and/or the Service Recipient have an obligation to withhold such Tax-Related Items.
Switzerland
Notifications
A-9
Exhibit 10.1
Securities Law Information. Neither this Option Agreement nor any other materials relating to the Option (i) constitute a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee or other service provider of the Company or any Affiliate or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority.
Taiwan
Notifications
Securities Law Information. The offer of participation in the Plan is available only for service providers of the Company and its Affiliates. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.
Exchange Control Information. Taiwanese residents may acquire and remit foreign currency (including funds to purchase or proceeds from the sale of shares of Common Stock) into and out of Taiwan, through an authorized foreign exchange bank, up to US$5 million per year without submission of supporting documentation. If the transaction amount is TWD$500,000 or more in a single transaction, Taiwanese residents are required to submit a foreign exchange transaction form and if the transaction amount is US$500,000 or more in a single transaction, such residents may be required to provide supporting documentation to the satisfaction of the remitting bank. You are personally responsible for complying with exchange control restrictions in Taiwan.
United Kingdom
Terms and Conditions
Responsibility for Taxes. Without limitation to Section 4 of the Global Stock Option Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items as and when requested by the Company, the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that you are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf. For the purposes of this Option Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance Contributions (“NICs”) and the employee portion of the Health and Social Care levy.
Notwithstanding the foregoing, if you are a Director or an Officer, the terms of the immediately foregoing provision may not apply in case the indemnification is viewed as a loan. In such case, the amount of any uncollected income tax may constitute an additional benefit to you on which additional income tax and NICs may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Service Recipient (as applicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Service Recipient may recover at any time thereafter by any of the means referred to in Section 4 of the Global Stock Option Agreement.
A-10