Exhibit 99.4
THE SOLEXA SHARE OPTION PLAN FOR CONSULTANTS
Adopted by the Company on 14th April 1999
Cameron McKenna
Mitre House
160 Aldersgate Street
London EC1A 4DD
T
+44(0)171 367 3000
F +44(0)171 367 2000
TABLE OF CONTENTS
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Clause |
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1.
Definitions
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2. Participation
and Restrictions on the Granting of Options
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4 |
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3. Rights to
exercise options
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4. Exercise of
options
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5. Take-overs,
reconstructions and winding-up
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8 |
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6. Adjustment of
options for variation of share capital
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10 |
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7. Expenses
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11 |
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8.
Administration
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11 |
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9. General
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12 |
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10.
Alterations
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13 |
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11. Inland Revenue
Requests
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14 |
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12.
Termination
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14 |
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(i)
THE RULES OF THE SOLEXA SHARE OPTION PLAN FOR
CONSULTANTS
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Definitions |
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| 1.1. |
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In this Plan the words and expressions set out below shall have
the meanings specified against them unless otherwise specifically
provided and any reference to a provision of an Act of Parliament
shall include any modification, consolidation, re-enactment or
extension of it. |
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“Acquiring
Company”
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a company which obtains control of
the Company in accordance with Rule 5.5; |
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“the
Auditors”
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the auditors (acting as experts not
arbitrators) for the time being of the Company or in the event of
there being joint auditors such one of them as the Directors shall
select; |
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“the
Company”
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Solexa Limited; |
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“Consultant”
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any person who is not employed by the
Company or any Subsidiary but who provides research or other
services to the Company and/or a Subsidiary either directly or
indirectly; |
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“Control”
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the meaning given to that expression
by Section 840 of the Taxes Act; |
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“Date of
Adoption”
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the date of the adoption of this Plan
by the Company; |
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“Date of
Announcement”
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the date on which the Company makes
an announcement of its results for the last preceding financial
year, half year or other period; |
-1-
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“Date of
Grant”
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the date upon which the Directors
issue an Option Certificate in accordance with Rule 2.3; |
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“Directors”
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the directors for the time being of
the Company or the directors present at a duly convened meeting of
the board of directors or of a duly appointed committee of the
board of directors at which a quorum is present including, without
limiting the generality of the foregoing, the Remuneration
Committee; |
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“Eligible
Person”
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any person who at the Date of Grant
is a Consultant; |
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“Exercise
Condition”
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an objective condition precedent to
the exercise of an Option imposed in accordance with
Rule 2.2; |
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“Issue or
Re-organisation”
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any capitalisation, consolidation or
sub-division or reduction of share capital in the Company and/or
any other variation in the share capital of the Company which in
the opinion of the Directors justifies a variation in the number of
shares subject to an Option and/or the Option Price pursuant to
that Option; |
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“Market
Value”
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such value per share, in relation to
which an Option is to be granted, as the Company may consider to be
the market value thereof on the day preceding the relevant Date of
Grant and determined in accordance with Part VIII of the Taxation
of Chargeable Gains Act 1992; |
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“Option”
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a right granted to acquire Shares in
the Company; |
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“Option
Certificate”
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a certificate issued to an Option
Holder in accordance with Rule 2.3; |
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“Option
Holder”
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a person holding an Option; |
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“Option
Price”
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the acquisition price for a Share
comprised in any Option which
shall be determined by the Directors, shall be:- |
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(i) in
the case of an option to acquire Shares by subscription not less
than the nominal value of a Share; or
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(ii) subject to (i) above and Rule 6 the
Market Value of a Share; or
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(iii) subject
to (i) above such other value as the Directors in their
absolute discretion may determine;
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“this
Plan”
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the Solexa Share Option Plan for
Consultants established by these Rules in its present form or as
from time to time amended in accordance with the provisions
hereof; |
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“the
Remuneration Committee”
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The remuneration committee of the
board of Directors; |
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“Shares”
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ordinary shares in the Company of
0.25 pence each or as the context may require shares for the
time |
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being representing the same whether
in consequence of any Issue or Reorganisation or otherwise; |
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“Subsidiary”
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a company which is both under the
Control of the Company and which is a subsidiary of the Company
within the meaning of Section 736 of the Companies Act; |
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“Vest”
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the time when an Option Holder can
exercise the Option over a specified percentage of Shares subject
to Rules 3.1.1 and 4.1 and the terms “Vested” and
“Vesting” shall be construed accordingly provided
always that where an Option Holder ceases to be a consultant he
shall continue to have a right of exercise to the extent that the
Option has vested; |
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“the Taxes
Act”
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the Income and Corporation Taxes Act
1988; |
| 1.2 |
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In these Rules unless the context otherwise requires words
denoting the singular number shall include the plural number and
words denoting the masculine gender shall include the feminine
gender. |
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| 2. |
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Participation and Restrictions on the Granting of
Options |
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| 2.1 |
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The Directors may, on such dates as they shall determine grant
Options at the Option Price to such Eligible Persons as they may in
their absolute discretion select. No Eligible Person shall be
entitled as of right to participate in this Plan. |
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| 2.2 |
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The Directors may impose an Exercise Condition on any Option
which they grant preventing its exercise unless such condition has
been complied with. If, after the Directors have imposed an
Exercise Condition, events happen which cause them to consider that
it is no longer appropriate they may vary the Exercise Condition
provided always that any such amendment may only be one which the
Directors reasonably consider will result in a fairer measure of
the performance of the assignment of the Option Holder, will ensure
that this Plan operates more effectively in the achievement of its
purpose of providing share benefits for persons who contribute to
the prosperity of the Company, and will be no more difficult to
satisfy than would have been the case if there had been no such
amendment. |
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| 2.3 |
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The Directors shall grant Options by resolution. As soon as
practicable thereafter, the Directors shall issue in respect of
each Option granted as aforesaid an Option Certificate given under
seal or executed as a deed. The date of issuing such Option
Certificate given under seal or executed as a deed shall be taken
for all purposes of this Plan as the Date of Grant in respect of
the relevant Option. No payment to the Company shall be required on
the grant of an Option. The Option Certificate shall be in such
form as the Directors shall from time to time determine and shall
specify the number of Shares comprised in the Option, the Date of
Grant, any Exercise Condition and the Option Price. |
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| 2.4 |
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Any Eligible Person to whom an Option is granted may by notice
given in writing within 30 days after its Date of Grant renounce
his rights thereto, in which event such Option shall be deemed for
all purposes never to have been granted. |
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| 2.5 |
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Each Option shall be personal to the Option Holder to whom it
is granted and other than a transfer to the Option Holder’s
personal representatives on death shall not be transferable,
assignable or chargeable. Any other purported transfer, assignment,
charge, disposal or dealing with the rights and interests of the
Option Holder under this Plan shall render the Option void. |
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| 2.6 |
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The aggregate number of Shares which may be issued on the
exercise of Options granted on any day in the period of
10 years commencing on the Date of Adoption shall not, when
added to the aggregate of: |
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2.6.1 |
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the total number of Shares issued or remaining issuable in
respect of Options granted under this Plan in the 10 years
preceding that day; and |
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2.6.2 |
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the total number of Shares issued or remaining issuable in
respect of any Employees’ Share Scheme adopted by the Company
or any Subsidiary in the 10 years preceding that day, |
exceed such
number as represents 25% of the issued ordinary share capital of
the Company immediately prior to that day.
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| 2.7 |
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In applying the limit contained in rule 2.6 no account will be
taken of Shares subject to an option or Option which, as regards
any right to acquire such Shares has lapsed or been released,
surrendered or cancelled. |
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| 2.8 |
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No Options shall in any event be granted more than
10 years after the Date of Adoption. |
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| 3. |
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Rights to exercise options |
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| 3.1 |
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Subject to the provisions of Rules 3.2, 3.3 and 5 an
Option shall be capable of being exercised to the extent that it
has Vested in accordance with the provisions of the Option
Certificate |
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3.1.1 |
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following the third anniversary of its date of Grant; and |
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3.1.2 |
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before the tenth anniversary of its Date of Grant, |
Provided that
any relevant Exercise Condition has been satisfied, unless the
Rules provide otherwise.
| 3.2 |
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If an Option Holder ceases to be a Consultant (otherwise than
by reason of his death) and without immediately upon such cessation
becoming an employee of the Company or a Subsidiary, the Option may
be exercised pursuant to Rule 3.1.1 above to the extent that
it has Vested at the date of cessation within the period mentioned
in Rule 3.1.2 above and to the extent that the Option has not
Vested it shall lapse unless there has been a breach by the Option
Holder of the contract pursuant to which the Option Holder’s
services are provided to the Company in which event the Option
shall not be exercised at all and shall lapse in its entirety. |
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| 3.3 |
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If an Option Holder dies before exercising an Option granted to
him under this Plan at a time when he is otherwise entitled to
exercise the Option, the Option may to the extent that it has
Vested be exercised by his personal representatives within
12 months after the date of his death or within such period as
the directors may in their absolute discretion all |
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