Exhibit 99.3
THE SOLEXA
UNAPPROVED COMPANY SHARE OPTION PLAN
Adopted by the Company on 23rd January 2001
CMS
Cameron McKenna
Mitre House, 160 Aldersgate Street, London, EC1A 4DD
Telephone: +44(0)20 7367 3000 Fax: +44(0)20 7367 2000
CDE Box 724
Doc.Ref: 51637401.04
TABLE OF CONTENTS
| |
|
|
|
|
|
Clause |
|
Page |
|
|
|
|
|
|
|
|
1.
Definitions
|
|
|
1 |
|
|
|
|
|
|
|
|
2.
Participation
|
|
|
6 |
|
|
|
|
|
|
|
|
3. Rights to
exercise options
|
|
|
8 |
|
|
|
|
|
|
|
|
4. Exercise of
options
|
|
|
9 |
|
|
|
|
|
|
|
|
5. Take-overs,
reconstructions and winding-up
|
|
|
10 |
|
|
|
|
|
|
|
|
6. Exercise of the
Option — Sale
|
|
|
12 |
|
|
|
|
|
|
|
|
7. Adjustment of
options for variation of share capital
|
|
|
15 |
|
|
|
|
|
|
|
|
8. Expenses
|
|
|
16 |
|
|
|
|
|
|
|
|
9.
Administration
|
|
|
16 |
|
|
|
|
|
|
|
|
10. General
|
|
|
17 |
|
|
|
|
|
|
|
|
11.
Alterations
|
|
|
18 |
|
|
|
|
|
|
|
|
12. Inland Revenue
Requests
|
|
|
19 |
|
|
|
|
|
|
|
|
13.
Termination
|
|
|
20 |
|
(i)
THE RULES OF THE SOLEXA
UNAPPROVED COMPANY SHARE OPTION PLAN
| 1. |
|
Definitions |
| |
| 1.1 |
|
In this Plan the words and expressions set out below shall have
the meanings specified against then 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. |
| |
|
|
|
“Acquiring
Company”
|
|
a company which obtains control of
the Company in accordance with Rule 6.5 |
|
|
|
|
|
“the
Auditors”
|
|
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; |
|
|
|
|
|
“the
Company”
|
|
Solexa Limited; |
|
|
|
|
|
“Conditional
Exercise Notice”
|
|
a notice in the form set out in
Schedule 1 to these rules or in such other form as the
Directors may determine; |
|
|
|
|
|
“Control”
|
|
the meaning given to that expression
by Section 840 of the Taxes Act; |
|
|
|
|
|
“Date of
Adoption”
|
|
the date of the adoption of this Plan
by the Company; |
|
|
|
|
|
“Date of
Announcement”
|
|
the date on which the Company makes
an announcement of its results for the last preceding financial
year, half year or other period; |
-1-
| |
|
|
|
|
|
|
|
“Date of
Grant”
|
|
the date upon which the Directors
issue an Option Certificate in accordance with Rule 2.3; |
|
|
|
|
|
“Directors”
|
|
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; |
|
|
|
|
|
“Eligible
Employee”
|
|
any person who at the Date of Grant,
is either a director of the Company and/or any Subsidiary and is
required to devote to his duties not less than 25 hours per week
(excluding meal breaks), or any employee of the Company and/or any
Subsidiary who is not a director; |
|
|
|
|
|
“Employees’ Share Scheme”
|
|
any employees’ share scheme
within the meaning of Section 743 of the Companies Act
1985; |
|
|
|
|
|
“Exercise
Condition”
|
|
an objective condition precedent to
the exercise of an Option imposed in accordance with Rule 2.2; |
|
|
|
|
|
“Exchange”
|
|
the grant of an Option (“a New
Option”) in consideration for the release of any option over
shares in another company (“the Target Company”)
granted under another discretionary share option scheme in
circumstances where the Company or any Subsidiary obtains Control
of the Target Company or becomes bound or entitled to acquire
shares in the Target Company under sections 428 to 430F of the
Companies Act 1985; |
-2-
| |
|
|
|
|
|
|
|
“Group
Member”
|
|
a Participating Company or a body
corporate which is (within the meaning of Section 736 of the
Companies Act 1985) the Company’s holding company or a
Subsidiary of the Company’s holding company or any other body
corporate nominated by the Board for this purpose which is not
under the Control of any single person, but is under the Control of
two or more persons, one of whom being the Company or the
Company’s holding company and in relation to which the
Company, or as the case may be, the Company’s holding company
is able (whether directly or indirectly) to exercise 20% or more of
its equity voting rights; |
|
|
|
|
|
“Issue of
Re-organisation”
|
|
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; |
|
|
|
|
|
“Market
Value”
|
|
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; |
|
|
|
|
|
“Option”
|
|
a right granted to acquire Shares in
the Company; |
|
|
|
|
|
“Option
Certificate”
|
|
a certificate issued to an Option
Holder in accordance with Rule 2.3; |
-3-
| |
|
|
|
|
|
|
|
“Option
Holder”
|
|
a person holding an Option; |
|
|
|
|
|
“Option
Price”
|
|
the acquisition price for a Share
comprised in any Option which shall be determined by the Directors
and, subject to Rule 7, shall be not less than the higher
of:- |
|
|
|
|
|
|
|
(i) in the case of an option to
acquire Shares by subscription the nominal value of a Share;
and |
|
|
|
|
|
|
|
(ii) subject to (i) above and
Rule 7 the Market Value of a Share; |
|
|
|
|
|
|
|
(iii) subject to (i) above such
other value as the Directors in their absolute discretion may
determine; |
|
|
|
|
|
“Participating Company”
|
|
the Company and any Subsidiary which
is for the time being nominated by the Directors to be a company
participating in this Plan; |
|
|
|
|
|
“this
Plan”
|
|
the Solexa Unapproved Company Share
Option Plan established by these Rules in its present form or as
from time to time amended in accordance with the provisions
hereof; |
|
|
|
|
|
“Redundancy”
|
|
dismissal by reason of redundancy for
the purposes of Part XI of the Employment Rights Act 1996 and the
term Redundant shall be construed accordingly; |
|
|
|
|
|
“the
Remuneration Committee”
|
|
The remuneration committee of the
board of Directors; |
-4-
| |
|
|
|
|
|
|
|
“Retirement”
|
|
retirement by an Eligible Employee on
reaching the age of 65 or such other date at which it is agreed
with the Group Member by which he is employed that such Eligible
Employee may retire; |
|
|
|
|
|
“Shares”
|
|
ordinary shares in the Company of
0.25 pence each or as the context may require shares for the time
being representing the same whether in consequence of any Issue or
Reorganisation or otherwise; |
|
|
|
|
|
“Sale”
|
|
the acquisition by any person or by
persons who in relation to each other are connected persons or
acting in concert within the meaning of the City Code of such
number of shares in the Company as confer in aggregate more than
50% of the total voting rights conferred by all the shares in the
capital of the Company for the time being in issue and conferring
the right to vote at all general meetings of the Company and a Sale
shall be treated as having taken place when an unconditional
legally binding agreement for the Sale has been signed or when a
conditional legally binding agreement for the Sale becomes
unconditional; |
|
|
|
|
|
“Subsidiary”
|
|
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
1985; |
|
|
|
|
|
“Vest”
|
|
the time when an Option Holder can
exercise the Option over a specified percentage of Shares subject
to Rules 3.1 and 4.1 and the terms “Vested”
and |
-5-
| |
|
|
|
|
|
|
|
|
|
“Vesting” shall be
construed accordingly provided always that on the cessation of an
Option Holder’s employment he shall continue to have a right
of exercise to the extent that the Option has vested at that
date; |
|
|
|
|
|
“the Taxes
Act”
|
|
the Income and Corporation Taxes Act
1988; |
|
|
|
|
|
“Year of
Assessment”
|
|
a fiscal year from 6th April to 5th
April; |
|
|
|
|
| 1.2 |
|
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 feminisn
gender. |
| |
| 2. |
|
Participation |
| |
| 2.1 |
|
The Directors may, on such dates as they shall determine grant
Options to such Eligible Employees as they may in their absolute
discretion select. No Eligible Employee shall be entitled as of
right to participate in this Plan. In determining the extent of
participation of an Eligible Employee the Directors shall be
subject to the limits contained in Rule 3. |
| |
| 2.2 |
|
The Directors may impose an Exercise Condition which has been
approved by the majority of the shareholders of the Company 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 job of the Option Holder,
will ensure that this Plan operates more effectively in the
achievement of its purpose of providing share benefits for
employees 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. |
-6-
| 2.3 |
|
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 requited on
the grant of an Option. The Option Certificate shall be 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. |
| |
| 2.4 |
|
Any Eligible Employee to whom an Option is granted may by
notice given in writing renounce his rights thereto or otherwise
release his Option in whole or in part, in which event such Option
shall be deemed for all purposes never to have been granted to the
extent of such renunciation or release and the Company will provide
the Option Holder with a balance option certificate in respect of
that part of the Option which has not been renounced or released as
the case may be. |
| |
| 2.5 |
|
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 reader the Option void. |
| |
| 2.6 |
|
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:- |
| |
2.6.1 |
|
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 |
| |
| |
2.6.2 |
|
the total number of shares issued or remaining issuable in
respect of any other employee share scheme adopted by the Company
or any Subsidiary or in respect of an Exchange in the 10 years
preceding that day, |
-7-
| |
|
exceed such number as represents 25% of the issued ordinary
share capital of the Company immediately prior to that day. |
| |
| 2.7 |
|
In applying the limits contained in Rules 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. |
| |
| 2.8 |
|
No Options shall in any event be granted or otherwise offered
more than 10 years after the Date of Adoption. |
| |
| 3. |
|
Right to exercise options |
| |
| 3.1 |
|
Subject to the provisions of Rules 3.2, 3.3, 5 and 6 an
Option shall be capable of being exercised to the extent that it
has Vested in accordance with the provisions of the Option
Certificate 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 |
|
If an Option Holder ceases to be a director or employee of a
Group Member (otherwise than by reason of his death), the Option
may be exercised before the tenth anniversary of the Date of Grant
pursuant to Rule 3.1 above to the extent that it has Vested at
the date of cessation 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 Option Holder’s employment contract or any
confidentiality agreement between the Option Holder and any Group
Member, in which event the Option may not be exercised at all and
shall lapse in its entirety on the earlier of the date of cessation
of employment or the date of the breach. |
| |
| |
|
An Option Holder shall not be treated for the purposes of
Rule 3.2 above as ceasing to be a director or employee of a
Group Member until such time as he is no longer a director or
employee of any Group Member. |
| |
| 3.3 |
|
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 it has Vested be
exercised by his personal representatives within 12 months
after the date |
-8-
| |
|
of his death or within such longer period as the directors may
in their absolute discretion allow and to the extent that the
Option has not Vested it shall lapse. |
| |
| 3.4 |
|
Notwithstanding any other provision of this Plan, an Option
granted under this Plan may not be exercised after the expiry of
the period of 10 years (or such shorter period as the
Directors may have determined before the grant thereof) beginning
with the Date of Grant. |
| |
| 4. |
|
Exercise of options |
| |
| 4.1 |
|
Options may be exercised in whole or in part. |
| |
| 4.2 |
|
The exercise of a |
|
