Common use of Administration Amendment and Termination Clause in Contracts

Administration Amendment and Termination. 8.1 The Scheme shall be administered by the Trustee in consultation with the Board whose decision on all disputes shall be final. 8.2 The Board may with the consent of the Trustee from time to time make amendments to these Rules provided that: 8.2.1 no amendment may detrimentally affect an Option Holder as regards any Subsisting Option held by him on the date of the amendment being made except with the consent in writing of such Option Holders who, assuming they exercise their Options in full, would thereby become entitled to not less than three quarters in nominal amount of all the Shares which would fall to be allotted upon exercise in full of all Subsisting Options; and 8.2.2 except with the prior sanction of the Company in general meeting no such modification or variation shall extend the class of person eligible for the grant of Options or alter to the advantage of Option Holders (present or future) Rules 2.1, 2.5, 5 or the definitions of "Eligible Employee", "Participating Company" or "Purchase Price" except for minor amendments to benefit the administration of the Scheme, to comply with or take account of any proposed or existing legislation or law or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders (present or future) or for any Participating Company;

Appears in 1 contract

Sources: Share Option Scheme (Sopheon PLC)

Administration Amendment and Termination. 8.1 10.1 The Scheme shall be administered by the Trustee in consultation with the Board Remuneration Committee whose decision on all disputes shall be final. 8.2 10.2 The Board may with the consent of the Trustee from time to time make amendments to these Rules provided that: 8.2.1 10.2.1 no amendment may detrimentally affect an Option Holder as regards any Subsisting Option held by him on the date of the amendment being made except with the consent in writing of (a) in the case of a Founder Option, the holder of that Founder Option and (b) in every other case such Option Holders who, assuming they exercise their Options in full, would thereby become entitled to not less than three quarters in nominal amount of all the Shares which would fall to be allotted upon exercise in full of all Subsisting Options; and 8.2.2 10.2.2 except with the prior sanction of the Company in general meeting no such modification or variation shall extend the class of person eligible for the grant of Options or alter to the advantage of Option Holders (present or future) Rules 2.1, 2.52.2, 5 2.3, 2.7, 2.10, 3, 4, or 7 the definitions of "Eligible EmployeeParticipant", "Participating Company" or "Purchase Subscription Price" except for minor amendments to benefit the administration of the Scheme, to comply with or take account of any proposed or existing legislation or law or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders (present or future) or for any Participating Company;; and

Appears in 1 contract

Sources: Unapproved Share Option Scheme (Huntingdon Life Sciences Group PLC)