This AGREEMENT is made on [insert date of Execution of the phantom Share Option agreement]

Parties

1. 1

   [insert name of company whose Shares are relevant to the phantom option] (registered number [insert registered number of company]) whose Registered office is at [insert registered address of company] (the Company); and

1. 2

   [insert name of option holder] of [insert address of option holder] (the Option Holder)

Background

1. 1. (A)

      The Company has agreed to grant to the Option Holder as at the date of this Agreement a Phantom Option on the terms set out in this Agreement.

   1. (B)

      The Phantom Option provides an entitlement to cash and not shares.

1. 1. 1

      Definitions

      In this Agreement, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely:

      Cash Payment

      1. •

         means the cash sum payable on the exercise of the Phantom Option, which shall be calculated in accordance with clause 6.2;

      Control

      1. •

         has the meaning given in section 995 of the Income Taxes Act 2007;

      Date of Grant

      1. •

         means the date on which this Agreement is entered into;

      Directors

      1. •

         means