Common use of Share Conversion Clause in Contracts

Share Conversion. 4.1. In the event that the Employee ceases to be an employee, the Company shall notify GFC in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares held by GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2. In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. 4.3. In the event that a Sale is to occur, the Company may notify GFC in writing by service of a Company Conversion Information Notice of: (a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of GFC Shares as is determined by the Board; and (b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). 4.4. In the event a Company Conversion Information Notice is served pursuant to clause 4.3, GFC shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of GFC Shares are converted into Deferred Shares immediately prior to the Sale).

Share Conversion. 4.1. 4.1 In the event that the Employee Subscriber ceases to be an employee, the Company shall notify GFC the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of GFC Subscriber Shares which will be the subject of the Conversion Notice, being the number of GFC Subscriber Shares held by GFC the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by GFC the Subscriber in the Conversion Notice for the GFC Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3. 4.3 In the event that a Sale is to occur, the Company may notify GFC the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of GFC Subscriber Shares which will be the subject of the Conversion Notice, being the number of GFC Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of GFC Subscriber Shares as is determined by the Board; and (b) the date to be specified by GFC the Subscriber in the Conversion Notice for the GFC Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).. Table of Contents 4.4. 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, GFC the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of GFC Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

Share Conversion. 4.1. 4.1 In the event that the Employee ceases to be an employee, the Company shall notify GFC the Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of GFC Employee Shares which will be the subject of the Conversion Notice, being (subject to clause 4.6) the number of GFC Employee Shares held by GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by GFC the Employee in the Conversion Notice for the GFC Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC the Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. 4.3. In 4.3 Subject to clause 4.4, in the event that a Sale is to occur, the Company may notify GFC in writing by service of a Company Conversion Information Notice of: (a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist consisting of a sale of the entire issued share capital of the Company and only where Company, the Investor Director gives his consent) such number of GFC Shares as is determined Employee shall (if required by the BoardCompany) agree with the relevant buyer that 50 per cent. of the Aggregate Consideration (the “Deferred Consideration”) shall be paid or issued to the Employee on the date which is the earlier of: (a) the first anniversary of the date of the Sale (the “First Anniversary” and the date of the Sale being the “Sale Date”); andor (b) the date on which the Employee ceases to be specified an employee or director of the Company or a Member of the Group (without becoming an employee or director of another company associated or connected with the Company) and such cessation is not by GFC reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the Company’s reasonable satisfaction by a doctor’s certificate) or by reason of the Employee’s termination by the Company or the Member of the Group for gross misconduct. 4.4 The Employee shall (if required by the Company) agree with the relevant buyer that all of the Deferred Consideration shall be forfeited by the Employee if in the Conversion Notice for period between the GFC Shares (Sale Date and the First Anniversary, the Employee ceases to be an employee or director of the Company or a proportion thereof) to convert into Deferred Shares, such date to be the date Member of the Sale Group (without becoming an employee or director of another company associated or connected with the Conversion Notice taking effect immediately prior Company) and such cessation is by reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the relevant Sale)Company’s reasonable satisfaction by a doctor’s certificate) or by reason of the Employee’s termination by the Company or the Member of the Group for gross misconduct. 4.4. In the event a Company Conversion Information Notice is served pursuant 4.5 The provisions of clauses 4.3 to clause 4.3, GFC shall4.4 inclusive shall not apply if, prior to the Conversion Date Sale, the Board and the Investor Director (but in their absolute discretion) consider that (i) the Employee will cease to be employed and lose his directorship (where relevant) in connection with the Sale (other than by way of voluntary resignation) without being offered another reasonably similar position within the Group (or with any event within 7 days of receipt company which will become associated or connected with the Company in connection with the Sale); or (ii) the Employee will not be offered a new incentive arrangement relating to shares, cash or other assets which are reasonably economically equivalent to the value of the Company Conversion Information Notice), serve Deferred Consideration. 4.6 In the event of a Conversion Notice on Sale (other than a Sale consisting of a sale of the entire issued share capital of the Company) in connection with which any of the Employee Shares are to be sold or transferred, requiring such amendments shall be made (unilaterally) to this agreement as may be determined by the Company, pursuant to Article 7.7, to convert Board in its absolute discretion (having first obtained the number consent of GFC Shares equal the Investor Director) which it considers reasonable in connection with the arrangements relating to the Conversion Number into Deferred circumstances in which Employee Shares on the Conversion Date (taking effect immediately prior are treated as “Vested” and in connection with introducing arrangements similar to those referred to in clauses 4.3 to 4.4 inclusive in relation to the relevant Sale so that (which may include (without limitation) fewer or more Employee Shares being treated as “Vested” than would otherwise be and the Conversion Number of GFC Shares are converted into Deferred Shares immediately prior Employee agreeing to the Saledefer and/or forfeit consideration payments relating to Employee Shares).

Share Conversion. 4.1. In the event that the Employee ceases to be an employee, the Company shall notify GFC in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares held by GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2. In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. 4.3. In the event that a Sale is to occur, the Company may notify GFC in writing by service of a Company Conversion Information Notice of: (a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of GFC Shares as is determined by the Board; and (b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). 4.4. In the event a Company Conversion Information Notice is served pursuant to clause 4.3, GFC shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of GFC Shares are converted into Deferred Shares immediately prior to the Sale).. Table of Contents

Share Conversion. 4.1. 4.1 In the event that the Employee Subscriber ceases to be an employee, the Company shall notify GFC the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of GFC Subscriber Shares which will be the subject of the Conversion Notice, being the number of GFC Subscriber Shares held by GFC the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by GFC the Subscriber in the Conversion Notice for the GFC Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3. 4.3 In the event that a Sale is to occur, the Company may notify GFC the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of GFC Subscriber Shares which will be the subject of the Conversion Notice, being the number of GFC Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of GFC Subscriber Shares as is determined by the Board; and (b) the date to be specified by GFC the Subscriber in the Conversion Notice for the GFC Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). 4.4. 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, GFC the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of GFC Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).