Acting By definition
Acting By. Name: Title: SIGNED by EMPLOYEE ____________________________________ SCHEDULE 1 The Award Shares [INSERT SHARES] Date of Grant Period of Restriction None Vesting Date Stock Acquisition Date(s) Liquidity Date(s)* Employer's NICs By accepting the Award (and signing this Agreement) the Employee agrees to enter into the election (in a form approved by HMRC and acceptable to the Company) pursuant to which the Employee agrees to assume the liability to pay for the whole of the Employer's NICs arising in respect of the acquisition of Shares pursuant to the Vesting of the Award (and grant of the Award is conditional upon the delivery of such election). . Recovery of Tax Liability (including the Employer's NICs referred to above) By accepting the Award (and signing this Agreement) the Employee agrees to enter into the Power of Attorney set out in Schedule 2 to this Agreement, authorizing the Company to sell a sufficient amount of Shares on his/her behalf to settle the Tax Liability due (and Vesting of the Award is conditional upon the delivery of such Power of Attorney). *subject to clause 7.1 SCHEDULE 2 Power of Attorney By this Power of Attorney made on 29 January 2007, I, [INSERT NAME] HEREBY APPOINT any director or officer of Cambridge Display Technology, Inc. (the "Company") to act as my attorney with authority in my name and on my behalf to sign or execute any such and all agreements, instruments, deeds or other papers and to do all things in my name as may be necessary to facilitate the sale, on whatever terms they may determine, of a sufficient number of the shares of common stock in the capital of the Company to be issued or transferred to me (the "Shares") pursuant to an award granted to me on 29 January 2007 (the "Award") in order to fund the payment of any Tax Liability (as defined in the agreement governing the Award (the "Agreement")) to be accounted for by the Company or any of its subsidiaries in respect of my Award, together with any incidental costs incurred in connection with the sale of such Shares. I declare that this Power of Attorney, having been given by me to secure my obligations in connection with the terms of the criteria applicable to the acquisition of Shares by me under the Award (as set out in the Agreement) shall be irrevocable in accordance with Section 4 of the Power of ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
Acting By. Ian ▇▇▇e▇ ▇▇▇▇ ▇▇ their attorney ) Attorney in the presence of this witness: ) Witness /s/ Grae▇▇ ▇▇▇▇▇ ............................. Full Name Grae▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Address 3 Gl▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Edinburgh Solicitor
Acting By s/ P. Nich▇▇▇▇ ▇▇▇▇ ......................................................... Director /s/ Paul ▇▇▇▇▇▇▇ ......................................................... Director/Secretary (DELETE AS APPROPRIATE) Date 25/1/00 ...................................... FULL NAME(S). FULL POSTAL STEP▇▇▇ ▇▇▇R▇▇▇ ▇▇▇▇▇ ▇▇▇RESS(ES)(INCLUDING COUNTY 8 Flash Lane OR, IF APPLICABLE, POSTAL Bollington DISTRICT NUMBER) OF THE Macclesfield PERSON(S) TO WHOM THE Cheshire SECURITY IS TRANSFERRED. SK10 5AQ PLEASE STATE TITLE, IF ANY, OR WHETHER MR. MRS. OR MISS. PLEASE COMPLETE IN TYPE OR IN BLOCK CAPITALS. I/We request that such entries be made in the register as are necessary to give effect to this transfer. STAMP OF BUYING BROKER(S) (IF ANY). STAMP OR NAME AND ADDRESS OF PERSON LODGING THIS FORM (IF OTHER THAN THE BUYING BROKER(S)). 45 TRANSFER FORM (TRANSFER BY (Above this line for Registrars only) COMPANY) Certificate lodged with the Registrar Consideration Money $300,000 (For completion by the Registrar/Stock Exchange) NAME OF UNDERTAKING. H. D. TECHNOLOGIES LIMITED (No. 2916498)
More Definitions of Acting By
Acting By. Ian ▇▇▇e▇ ▇▇▇▇ ▇▇ their attorney ) Attorney in the presence of this witness: ) /s/ Grae▇▇ ▇▇▇▇▇ ▇▇▇ness ..............................