exv10w15






Exhibit 10.15




DATED          




 






SHARE OPTION AGREEMENT

THE CBAYSYSTEMS HOLDINGS LIMITED

2007 EQUITY INCENTIVE PLAN



 











 









 








SHARE OPTION AGREEMENT




DATED:




PARTIES





	(1)	 	CBAYSYSTEMS HOLDINGS LIMITED (registered in the British Virgin Islands with no. 1389112)
whose registered office is at Palm Grove House, P.O. Box 3190, Road Town, British Virgin
Islands (the “Company”); and
	 
	(2)	 	___________ (the “Optionholder”).





RECITALS:





	(A)	 	The Optionholder is an employee of the Company.
	 
	(B)	 	The Company has agreed to grant to the Optionholder an option over ordinary shares in the
capital of the Company pursuant to the terms of the CBaySystems Holdings Limited 2007 Equity
Incentive Plan.
	 
	(C)	 	It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the US Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.





OPERATIVE PROVISIONS:





	1.	 	Interpretation
	 
	1.1	 	The following words and expressions shall bear the following meanings except where the
context otherwise requires:





	 	 	 	 	 

	 

	 	“Admission”
	 	means admission of the Shares to trading on AIM (being the
market of that name operated by the London Stock Exchange)
or any other recognised investment exchange as defined in
section 285 of the Financial Services and Markets Act
2000;
	 
	 	 	 	 
	 

	 	“Board”
	 	means the board of directors of the Company;
	 
	 	 	 	 
	 

	 	“Exercise Date”
	 	means the date on which the Option or part thereof is
exercised in accordance with clause 4;
	 
	 	 	 	 
	 

	 	“Group”
	 	means the Company together with any subsidiaries of the
Company, within the meaning of section 1159 of the
Companies Act 2006;
	 
	 	 	 	 
	 

	 	“Grant Date”
	 	means ______;
	 
	 	 	 	 
	 

	 	“Option”
	 	means the right granted pursuant to clause 2 of this
agreement to acquire the Shares at the Option Price;






 









 





	 	 	 	 	 

	 

	 	“Option Period”
	 	means the period commencing on the Grant Date and ending
on the tenth anniversary of the Grant Date;
	 
	 	 	 	 
	 

	 	“Option Price”
	 	means
______ per Share, as adjusted (if appropriate) in
accordance with clause 6;
	 
	 	 	 	 
	 

	 	“Shares”
	 	means ordinary shares in the capital of the Company;
	 
	 	 	 	 
	 

	 	“Tax Liability”
	 	means the amount of all income and other taxes and social
security contributions (which, for the avoidance of doubt,
shall include employee’s and employer’s social security
contributions and medicare) or taxes which any member of
the Group would be required to withhold or account for to
the relevant taxation authority;
	 
	 	 	 	 
	 

	 	“vest”
	 	refers to the Optionholder becoming entitled on the
occurrence of an event after the Grant Date to exercise
some or all of the Option and the term “vested” shall be
interpreted accordingly.







	1.2	 	Except insofar as the context otherwise requires:






	 	(a)	 	any reference to a statute or statutory provision shall be construed as if it
referred also to that provision as for the time being amended or re-enacted; and
	 
	 	(b)	 	any reference to the singular number shall be construed as if it referred also
to the plural number and vice versa.






	1.3	 	References to clauses are to clauses in this agreement.
	 
	2.	 	Option
	 
	 	 	The Company hereby grants to the Optionholder with effect from the Grant Date an option to
acquire _______ Shares at the Option Price on the terms of this agreement.
	 
	3.	 	Conditions of Option
	 
	3.1	 	The Option shall, subject to earlier exercise being permitted under clauses 3.3 or 5, vest
over the following proportions of shares on the following dates:






	 	(a)	 	33.33% of the Shares subject to the Option (rounded down to the nearest whole
Share) shall vest on the first anniversary of the Grant Date (the “First Anniversary”);
	 
	 	(b)	 	16.66% of the Shares subject to the Option (rounded down to the nearest whole
Share) shall vest on the date that is six months after the First Anniversary;
	 
	 	(c)	 	16.66% of the Shares subject to the Option (rounded down to the nearest whole
Share) shall vest on the second anniversary of the Grant Date (the “Second
Anniversary”);
	 
	 	(d)	 	16.66% of the Shares subject to the Option (rounded down to the nearest whole
Share) shall vest on the date that is six months after the Second Anniversary; and
	 
	 	(e)	 	the balance of the Shares subject to the Option shall vest on the third
anniversary of the Grant Date.




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	3.2	 	The Option may not be validly exercised later than the end of the Option Period and shall
automatically lapse at the end of the Option Period.
	 
	3.3	 	If the Optionholder ceases to be an employee or officer of, or consultant or adviser to, any
member of the Group:






	 	(a)	 	in circumstances where the Optionholder’s service agreement or other terms of
his service or relationship with any member of the Group is terminated by the
applicable member of the Group without Cause (as defined in clause 3.5) other than
pursuant to clause 3.3 (b) or 3.4(c); or
	 
	 	(b)	 	in circumstances where the Optionholder terminates his service agreement or
other terms of his service or relationship with any member of the Group for a Good
Reason, as (and to the extent that) such term is defined in the Optionholder’s service
agreement or other terms of his service or relationship with any member of the Group
(other than pursuant to clause 3.3(a) or 3.4(c))






	 	 	any balance of Options that are not exercised at the date upon which the Optionholder ceases
to be an employee, officer of, consultant or adviser to any member of the Group shall
immediately become exercisable pursuant to the terms of this Agreement.
	 
	3.4	 	If the Optionholder ceases to be an employee or officer of, or consultant or adviser to, any
member of the Group (a “Leaver”):






	 	(a)	 	in circumstances involving a breach by the Optionholder of the restrictive
covenants under his service agreement with any member of the Group and/or where the
Optionholder’s employment or engagement is terminated for Cause (as defined in clause
3.5), the Option shall immediately cease to be exercisable and shall lapse immediately
save that the Board may, in its absolute discretion, otherwise permit the Option to be
exercised in whole or in part during such period as the Board may specify (after which
the Option shall lapse), provided that such period shall end no later than the last day
of the Option Period and provided further that the Option cannot be exercised over a
number of Shares greater than that arrived at if the Optionholder is a Leaver pursuant
to sub-clause (b) below; or
	 
	 	(b)	 	for any reason other than one specified in sub-clause (a) or (c) of this clause
3.4, the Option shall continue to be exercisable over those Shares in relation to which
the Option has vested on the date that the Optionholder becomes a Leaver (including,
without limitation, any portion of the Option that becomes vested upon the
Optionholder’s termination date pursuant to clause 3.3) provided that such exercise
must take place within the period of ninety days following the date that the
Optionholder becomes a Leaver, failing which the Option shall lapse; or
	 
	 	(c)	 	as a result of death or disability, the Option shall continue to be exercisable
over those Shares in relation to which the Option has vested on the date that the
Optionholder becomes a Leaver provided that such exercise must take place within the
period of one year following the date that the Optionholder becomes a Leaver, failing
which the Option shall lapse; and






	 	 	any Options that are not vested at the time the Optionholder becomes a Leaver shall lapse
immediately. Notwithstanding the provisions of this clause 3.4, if there is a Management
Stockholder’s Agreement (a “MSA”) in effect between the Company and the Optionholder at the
date the Optionholder becomes a Leaver and such MSA provides for a post-termination exercise
period with respect to the Options that is different from the terms set forth in this




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	 	 	clause 3.4, the provisions of the MSA shall be deemed incorporated herein by reference and
shall apply to the Options in lieu of this clause 3.4.
	 
	3.5	 	If the Optionholder is party to an employment, consulting or severance agreement with the
Company that contains a definition of “cause” for termination of employment or other
relationship, “Cause” shall have the meaning ascribed to such term in such agreement.
Otherwise, “Cause” shall mean wilful misconduct by the Optionholder or wilful failure by the
Optionholder to perform his responsibilities to the Company (including, without limitation,
breach by the Optionholder of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Optionholder and the
Company), as determined by the Board, which determination shall be conclusive. The
Optionholder shall also be considered to have been discharged for “Cause” if the Board
determines, within 30 days after the Optionholder’s resignation, that discharge for Cause was
warranted.
	 
	3.6	 	The Option is personal to the Optionholder and is not capable of being assigned, transferred,
mortgaged, charged or otherwise disposed of or encumbered (whether in whole or in part and
either voluntarily or by operation of law) without the express written permission of the
Board, except by will or the laws of descent and distribution. If the Optionholder purports
or attempts to assign, transfer, mortgage, charge or otherwise deal with or dispose of or
encumber the Option (whether in whole or in part) contrary to the provisions of this clause or
if the Optionholder is adjudicated bankrupt, the Option shall immediately lapse.
	 
	4.	 	Exercise of Option
	 
	4.1	 	The Option shall, subject to clauses 3 and 4.2, be exercisable by the Optionholder by notice
in writing to the Company and at any time prior to the expiry of the Option Period:






	 	(a)	 	specifying the number of Shares in respect of which the Option is being
exercised; and
	 
	 	(b)	 	accompanied by the payment of the aggregate Option Price for the Shares in
respect of which the Option is exercised (which, being a cheque or similar instrument,
shall be valid only if met on first presentation).






	4.2	 	The Optionholder irrevocably undertakes to meet any Tax Liability in respect of the exercise
of the Option. The exercise of the Option pursuant to clause 4.1 shall only be valid if
either:






	 	(a)	 	the Optionholder remits to the Company (on behalf of any member of the Group)
at the time of exercise of the Option (in cleared funds) a sum equal to the Tax
Liability arising by reference to the exercise of the Option in connection with the
payment made to or benefit realised by the Optionholder; or
	 
	 	(b)	 	the Optionholder enters into such other arrangements satisfactory to the
Company, in its sole discretion, to secure the payment of the Tax Liability referred to
in sub-clause (a) above to any member of the Group.






	4.3	 	The Optionholder hereby irrevocably covenants and undertakes to the Company:






	 	(a)	 	to indemnify and keep indemnified the Company and each other member of the
Group against, and on demand to reimburse the relevant member of the Group for, any Tax
Liability in any jurisdiction in respect of the Optionholder’s income or gains or any
other withholding obligation (limited only to the extent that such amount may be
lawfully recovered from the Optionholder at the relevant time) arising in connection
with any event or circumstances after the Option is exercised that give rise




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	 	 	 	to such a liability in respect of any Shares acquired by the Optionholder on
exercise of the Option; and
	 
	 	(b)	 	to make such other arrangements as may be satisfactory to the Company in its
absolute discretion to meet any such liability as is described in sub-clause (a) above.






	4.4	 	Within 30 days of the exercise of the Option, the Company shall allot to the Optionholder the
Shares in respect of which the Option is exercised.
	 
	4.5	 	Shares issued on exercise of the Option shall rank pari passu in all respects with Shares in
issue on the date of exercise except that they will not entitle holders to receive any
dividends or other distributions declared for payment to holders of Shares on the register of
members at a record date which precedes the date of exercise.
	 
	4.6	 	The Company shall procure that sufficient Shares are available so as to satisfy any exercise
of the Option.
	 
	5.	 	Takeovers and Liquidation
	 
	5.1	 	If there is a Change in Control, the Board shall give the Optionholder reasonable prior
notice of such impending event and the Option shall become exercisable over all of the Shares
to which the Option applies, whether vested or not on the date the notice is served on the
Optionholder, and, if so determined by the Board prior to the Change in Control and
communicated in writing to the Optionholder, the Option shall lapse immediately prior to the
consummation of such Change in Control unless exercised by the Optionholder.
	 
	5.2	 	For the purposes of clause 5.1, “Change in Control” shall mean the occurrence of any of the
following (i) the sale or disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any “person” or “group” (as such terms are
defined in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended,
or any successor thereto (the “Act”)) other than CBay Inc. or SAC Private Capital Group, LLC
or any of their affiliates (the “Permitted Holders”); (ii) any person or group, other than the
Permitted Holders, is or becomes the “beneficial owner,” as such term is defined in Rule 13d-3
under the Act (or any successor rule thereto) (a “Beneficial Owner”) (except that a person
shall be deemed to have “beneficial ownership” of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the total voting power of the voting stock
of the Company (or any entity which controls the Company), including by way of merger,
consolidation, tender or exchange offer or otherwise; (iii) a reorganization,
recapitalization, merger or consolidation (a “Corporate Transaction”) involving the Company,
unless securities representing 50% or more of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors of the
Company or the corporation resulting from such Corporate Transaction (or the parent of such
corporation) are held subsequent to such transaction by the person or persons who were the
Beneficial Owners of the outstanding voting securities entitled to vote generally in the
election of directors of the Company immediately prior to such Corporate Transaction, in
substantially the same proportions as their ownership immediately prior to such Corporate
Transaction; (iv) during any twelve month period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (the “Board”) (together with any new
directors whose election by such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors of the Company, then still
in office, who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to constitute a
majority of the Board, then in office; or (vi) SAC PEI CB Investment, L.P. ceases to be the
Beneficial Owner




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		 	of at least 5% of the total voting power of the voting stock of the Company (or any entity
which controls the Company).
	 
	6.	 	Variation of Share Capital
	 
	6.1	 	In the event of any issue of shares by way of capitalisation of profits or reserves or by way
of rights, or in the event of any consolidation or sub-division or reduction or other
variation of share capital, then the number and/or nominal value of Shares comprised in the
Option and/or the Option Price shall be adjusted by the Company in such manner and with effect
from such date as equitably determined by the Board pursuant to paragraph 14 of the Plan.
	 
	6.2	 	The Company shall give notice in writing to the Optionholder of any adjustment under clause
6.1 as soon as reasonably practicable.
	 
	7.	 	Rights of Optionholder
	 
	7.1	 	The rights of the Optionholder in respect of the Option are a matter entirely separate from
any pension right or term or condition of employment or service and the grant of the Option
shall not be construed as giving the Optionholder the right to continued employment or service
or any other relationship with any member of the Group. If the Optionholder shall cease for
any reason to be employed or engaged within the Group, his rights and benefits under the
Option or in connection therewith (actual or prospective) or any loss thereof shall not in any
way entitle him to claim for compensation against any member of the Group and shall not be
taken into account in assessing any compensation to which he may otherwise be entitled. The
Optionholder’s contract of employment or other terms of service or engagement shall be deemed
to be varied accordingly, if necessary.
	 
	7.2	 	The Company shall not be obliged to provide the Optionholder with copies of any accounts,
notices, circulars or other documents sent to holders of ordinary shares in the capital of the
Company.
	 
	8.	 	Notices
	 
	 	 	Without prejudice to any other method available for the giving of notice, any notice or
other communication desired to be given or made hereunder may be given or made by personally
delivering the same or sending the same by first class post or legible facsimile, in the
case of the Company to its registered address and in the case of the Optionholder to his
last known address or to the address of the place of business at which he performs the whole
or most of the duties of his office. Where a notice or communication is given by first
class post, it shall be deemed to have been received on the second business day after
posting of the same and if personally delivered or sent by legible facsimile shall be deemed
to have been received on despatch if delivered or sent on a business day or (if not so
delivered or sent) on the first business day thereafter.
	 
	9.	 	Transfer Restrictions
	 
	9.1	 	The Optionholder acknowledges that the securities that are the subject of this Agreement have
not been registered under any federal or state securities laws of the United States and that
such securities may not be resold in the United States without such registration or an opinion
of counsel satisfactory to the Company that such registration is not required.
	 
	9.2	 	The Optionholder acknowledges that there are transfer restrictions on the Shares, which are
detailed in Part XI of the publicly available admission document in relation to Admission




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	 	 	entitled “Selling Restrictions” and that they will comply with such restrictions upon
exercise of the Option and subsequent sale of the Shares.
	 
	10.	 	Provisions of the Plan
	 
	 	 	This Option is subject to the provisions of the Plan, a copy of which has been provided to
the Optionholder.
	 
	11.	 	Proper Law
	 
	 	 	This agreement shall be governed by and construed in accordance with English law and the
parties hereby irrevocably submit themselves to the exclusive jurisdiction of the courts of
England.
	 
	12.	 	Rights of Third Parties
	 
	12.1	 	The parties agree and acknowledge that:






	 	(a)	 	nothing in this agreement is intended to benefit any person who is not a party
to it (a “Non-Party”) and accordingly no Non-Party has any right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this agreement except as
expressly provided herein and in particular but without limitation in relation to the
payment by the Optionholder of any Tax Liability pursuant to clause 4.2; and
	 
	 	(b)	 	no consent of any Non-Party shall be required for any revision of or amendment
to this agreement save in relation to clause 4.2 for which the Company’s written
approval will be required.






	12.2	 	The provisions of clause 12.1 do not affect any right or remedy of a third party which exists
or is available otherwise than by the Contracts (Rights of Third Parties) Act 1999.
	 
	13.	 	Counterparts
	 
	 	 	This agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall be an original, and all counterparts together shall constitute one and
the same instruments.




IN WITNESS whereof the parties have signed this agreement the day and year first above written.




	 	 	 	 	 	 	 

	EXECUTED as a DEED of

	 	 	)	 	 	 
	CBAYSYSTEMS HOLDINGS LIMITED

	 	 	)	 	 	 
	acting by:

	 	 	)	 	 	 






	 	 	 	 	 	 	 

	 

	 	Director
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Director/Secretary
	 	 
 

	 	 






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	EXECUTED as a DEED by

	 	 	 	          )	 	 
	 
	 
 


	 	) 
	 	 
 

	 	 
	in the presence of:

	 	 	 	          )	 	 






	 	 	 	 	 

	Witness Signature: 



Witness Name: 


	 
	Witness Occupation:

	 	 
	 
	Witness Address: 

	 	 







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