Notice of exercise of option
Notice of exercise of option

The following Share Incentives precedent provides comprehensive and up to date legal information covering:

  • Notice of exercise of option

The Company Secretary[insert date of letter]
[insert name of company who granted the option] (Company)
[[insert address of company that granted the option]]

Form of notice of exercise

From: [insert name of option holder]

    1. 1

      Exercise of the Option

      I refer to the option granted to me on [insert date on which the share option was originally granted] over [insert class and nominal value of shares under option] shares in the Company (Shares) [under the terms of the [insert name of plan under which option was granted] (Plan) OR by a deed entered into by the Company on that date (Deed)] (Option), and hereby give notice that I am exercising the Option in respect of [insert number of shares being exercised] Shares at the exercise price of £[insert exercise price per share as in the original grant documentation] per Share (Exercise price) and request the allotment or transfer to me of those Shares in accordance with the terms of the [Plan OR Deed OR and the Memorandum and Articles of Association of the Company. I request that you place my name on the register of members in respect of those Shares and I hereby confirm that the above exercise is subject to the remainder of this Notice.

      [I enclose the share option agreement OR Deed OR share option certificate] relating to the

Option.
  1. ]

  1. 2

    [Sale of the Company

    I hereby acknowledge that it is proposed that [the entire issued share capital of] the Company is being purchased by [insert name of purchaser] (Purchaser) pursuant to the [insert document pursuant to which the sale is taking place]. Without prejudice to any other term(s) contained in the articles of association of the Company, I agree, as a condition of exercise of the Option, to sell my Shares acquired as a result of the exercise of the Option to the Purchaser on such reasonable terms as the board of the directors of the Company shall determine.]

  1. 3

    Payment of Exercise Price

    [I enclose a cheque drawn in favour of the Company or have made alternative arrangements which have agreed with the Company for the sum of £[insert the aggregate exercise price of the Option] (being the total number of Shares under my Option that I am exercising, multiplied by the Exercise Price) (Aggregate Exercise Price); OR I hereby irrevocably undertake to pay or procure the payment of the sum of £[insert the aggregate exercise price of the share option] (being the Aggregate Exercise Price) and accordingly I hereby authorise the Grantor or any member of the Group (including the Company) to retain and sell on my behalf at the best price which it can reasonably obtain such number of Shares transferred or allotted to me following exercise of my Option as will provide an amount equal to the Aggregate Exercise Price and to pay such an amount to the Company. The remaining Shares will be transferred to me subject to clause 5 below. OR I hereby irrevocably undertake to pay or procure the payment of the sum of £[insert the aggregate exercise price of the share option] (being the Aggregate Exercise Price) and accordingly instruct the Purchaser to withhold from the consideration due to me for the sale of my Shares to the Purchaser, an amount equal to the Aggregate Exercise Price and to pay such an amount to the Company. The remaining monies will be paid to me subject to clause 5 below]

  1. 4

    [Employer’s National Insurance contributions

    1. I hereby agree to pay the amount of any secondary Class 1 (employer's) National Insurance liability that arises in respect of the acquisition, holding or disposal of the Shares subject to this exercise, or otherwise in connection with the Option.

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