Exhibit 10.2


 






 


VELTI PLC


 


JV/NCA COMPANY SHARE INCENTIVE PLAN:


 


JOINT VENTURES AND ASSOCIATE

COMPANIES WITH NON-CONTROLLING

STAKE


 






 


 


	
  Date of adoption by Velti Plc (UK) Board

  	
  6 July 2007

  
	
  Date of adoption by Velti Plc (Jersey) Board

  	
  14 September 2009

  
	
  Approved by Velti Plc (Jersey) shareholders

  	
  14 September 2009

  
	
  Expiry
  date

  	
  6 July 2017

  



 


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CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  PLAN LIMITS

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  SHARE OPTIONS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  LONG-TERM INCENTIVE RIGHT

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  SHARE APPRECIATION RIGHTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  VESTING OF AWARDS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  LAPSE OF AWARDS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  VARIATION OF SHARE CAPITAL

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  CORPORATE TRANSACTIONS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  MANNER OF EXERCISE OF AWARDS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  TAX WITHHOLDING

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  EMPLOYMENT MATTERS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  ADMINISTRATION AND AMENDMENT

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  GENERAL

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  SCHEDULE II

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SCHEDULE III

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  SCHEDULE IV

  	
   

  	
  24

  



 

















 


1.             DEFINITIONS AND INTERPRETATION


 


1.1           In
this Plan the following words and expressions shall, unless the context
otherwise requires, have the following respective meanings:


 


“Adoption Date” means the date
on which this Plan is adopted by the Board;


 


“AIM” means the Alternative
Investment Market of the London Stock Exchange;


 


“Award” means any Option,
Deferred Shares Award, Conditional Shares Award or Share Appreciation Right
granted to a Participant under the Plan;


 


“Award Agreement” means an Option
Agreement, Deferred Shares Award Agreement, Conditional Shares Award Agreement
or Share Appreciation Right Agreement;


 


“Award Price” means the price
at which each Share subject to the Share Appreciation Right is granted, being
the price determined by the Board by reference to the average Market Value of
the Shares in the 14 days prior to the Date of Award;


 


“Board” means the board
of Directors of the Company or, except in Rule 13.6, any duly authorised
committee;


 


“Companies Law” means the
Companies (Jersey) Law 1991;


 


“Company” means Velti Plc
incorporated under the laws of Jersey with company number 103899;


 


“Conditional Shares” means Shares
which have been issued to an Eligible Employee subject to forfeiture
provisions, vesting conditions and other restrictions set out in a Conditional
Shares Award Agreement;


 


“Conditional Shares Award”
means an issue of Conditional Shares to an Eligible Employee pursuant to Rule 4.3
of this Plan;


 


“Conditional Shares Award Agreement”
means the agreement referred to in Rule 4.4 of these Rules;


 


“Date of Award” means in
relation to:


 


(a)           a
Conditional Share Award or a Deferred Shares Award, the date on which such an
Award is, was or is to be made; or


 


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(b)           any
Option or Share Appreciation Right, the date on which such an Award is, was or
is to be granted;


 


“Deferred Shares” means Shares
which are subject to a Deferred Shares Award;


 


“Deferred Shares Award” means
a warrant to subscribe for new Deferred Shares awarded to an Eligible Employee
pursuant to Rule 4.1 of this Plan which is still subsisting;


 


“Deferred Shares Award Agreement”
means the agreement referred to in Rule 4.2 of these Rules;


 


“Eligible Employee” means any
employed director or any employee of a JV/NCA Company or, where appropriate, a
trustee acting on behalf of such employee or employed director;


 


“Exercise Price” means the
subscription price at which each Share subject to an Option may be issued on
the exercise of that Option, being the price determined by the Board by
reference to the average Market Value of the Shares in the 14 days prior to the
Date of Award, provided that it is not less than the par value of a Share on
the Date of Award;


 


“Financial Year” means a year or
other period for which the accounts of the Company are made up;


 


Joint Ventures or Non-Controlling Associate “JV/NCA” Companies means companies
that are joint ventures of the Company or in which the Company has a
participation or a non-controlling stake;


 


“Long-Term Incentive Right”
means a Deferred Shares Award or a Conditional Shares Award;


 


“Market Value” means on any day
the closing price of the Shares on the immediately preceding day on AIM or any
other stock exchange;


 


“Option” means a warrant
to subscribe for Shares granted to an Eligible Employee pursuant to Rule 3
of this Plan which is still subsisting;


 


“Option Agreement” means the
agreement referred to in Rule 3.2 of these Rules;


 


“Person” means a natural
person, firm, company, corporation or other statutory or independent legal
body;


 


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“Plan” means this Velti Plc JV/NCA
Company Share Incentive Plan as from time to time amended;


 


“Participant” means an
individual to whom an Award has been granted under this Plan or his personal
representatives;


 


“Rules” means the Rules of
this Plan;


 


“Share Appreciation Right”
means a warrant to subscribe for Shares granted to an Eligible Employee
pursuant to Rule 5 of these Rules which is still subsisting;


 


“Share Appreciation Right Agreement”
means the agreement referred to in Rule 5.2 of these Rules;


 


“Share Dealing Code” means the
Company’s share dealing code from time to time;


 


“Shares” means ordinary
shares with a par value of £0.05 each in the capital of the Company and
includes, for the avoidance of doubt, Deferred Shares and Conditional Shares;


 


“Subsidiary” means any
company which is directly or indirectly under the Control of the Company; and


 


“Subsisting Award” means any Award
which is subsisting and has not been released, forfeited, lapsed or otherwise
become incapable of exercise or vesting.


 


1.2           Except insofar as the
context otherwise requires:


 


(a)           words
denoting the singular shall include the plural and vice versa;


 


(b)           words
denoting the masculine gender shall include the feminine gender; and


 


(c)           a
reference to any enactment shall be construed as a reference to that enactment
as from time to time amended, extended or re-enacted.


 


2.             PLAN LIMITS


 


2.1           This
Plan shall commence on the Adoption Date and shall (unless previously
terminated by a resolution of the Board or a resolution of the Company in
general meeting) terminate on 6 July 2017. 
Upon termination (however it occurs) no further Awards shall be made,
but termination shall be without prejudice to any accrued rights in existence
at the date of termination.


 


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2.2           The
number of Shares over which Awards may be made under this Plan on any day shall
not when added to the number of Shares over which Subsisting Awards have been
granted under this Plan (or any other equity incentive plan adopted by the
Company) or Velti Plc (incorporated in England and Wales under company number
5552480) over the previous 3 years, exceed such number as represents 10% of the
ordinary share capital of the Company in issue immediately prior to that day.


 


2.3           In
determining the limit in Rule 2.2, no account shall be taken of any Award (i) which
is not a Subsisting Award, or (ii) which has been granted by way of
replacement for an award over shares of an acquired company.


 


2.4           As
long as the Company is admitted to trading on AIM or listed on the London Stock
Exchange, Awards may only be granted in accordance with the Share Dealing Code
and in circumstances which do not constitute market abuse.


 


2.5           Subject
to Rule 2.4, Awards may only be granted:


 


(a)           within
the 42 days immediately succeeding:


 


(i)            the
Adoption Date; or


 


(ii)           the
announcement of the Company’s final or interim results in respect of any of its
Financial Years; or


 


(b)           within
a period of 14 days immediately after the person to whom it is granted first
becomes an Eligible Employee; or


 


(c)           on
any day on which the Board resolves that exceptional circumstances exist which
justify the grant of an Award.


 


2.6           If
any performance based conditions of exercise or vesting of an Award are imposed
under an Award Agreement, the Board may vary or waive such conditions of
exercise or vesting from time to time if events occur that cause them acting
fairly and reasonably to believe that such variation or waiver would be a
fairer measure of performance, provided that the variation would not result in
the performance condition being any more difficult to satisfy.


 


3.             SHARE OPTIONS


 


3.1           Grant of Options


 


(a)           Subject
to the limits set out in Rule 2, the Board may, in its absolute
discretion, at any time grant Options to any Eligible Employee on such terms as
the Board 


 


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shall
specify.  An Option is a right to
subscribe for new Shares on exercise of the Option at an Exercise Price
determined at the Date of Award, subject to the terms and conditions of the
Option Agreement and these Rules.


 


(b)           In
respect of each Option granted under this Plan, the Board shall determine the
Exercise Price of the Option, the date or dates on which, or the circumstances
under which, an Option shall vest or become exercisable in whole or in part
(including based on achievement of performance conditions and/or future service
requirements) which shall be notified to the Participant in accordance with Rule 3.2(a).


 


(c)           An
Option shall be personal to the Participant and may not, save as otherwise
specifically provided in this Plan, be transferred, assigned or charged.  However, on the death of a Participant, an
Option shall be capable of being exercised by his legal personal representatives
in accordance with the Rules.


 


3.2           Option Agreements


 


(a)           Options
granted pursuant to Rule 3.1 above shall be evidenced by an Option
Agreement signed by the Participant to indicate his or her acceptance of its
terms. The Option Agreement shall include the Date of Award of the Option, the
number of Shares subject to the Option, the Exercise Price payable for each
Share subject to the Option and any performance conditions or vesting
provisions which attach to the exercise of the Option.


 


(b)           The
Option Agreement shall be in the form attached to this Plan as Schedule I or in
such other form as the Board may from time to time prescribe.


 


(c)           A
Participant may renounce any Option granted to him within 30 days after the
Date of Award and if an Option is so renounced it shall be deemed never to have
been granted to him.


 


4.             LONG-TERM INCENTIVE RIGHT


 


Subject to the limits set out in Rule 2, the Board may, in its
absolute discretion, at any time grant a Long-Term Incentive Right, being
either a Deferred Shares Award or a Conditional Shares Award to any Eligible
Employee on such terms as the Board shall specify.


 


4.1           Deferred Shares Award


 


(a)           A
Deferred Shares Award is a warrant to subscribe for new Deferred Shares on
vesting of the Award, subject to the terms and conditions of the Deferred 


 


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Shares Award
Agreement and these Rules.  The Deferred
Shares Award shall vest in accordance with the Deferred Shares Award Agreement
and the Rules.


 


(b)           A
Deferred Shares Award shall be personal to the Participant and may not, save as
otherwise specifically provided in this Plan, be transferred, assigned or
charged.  However, on the death of a
Participant, the right to subscribe for new Deferred Shares shall be capable of
being transferred to his legal personal representatives in accordance with the
Rules.


 


4.2           Deferred Shares Award Agreements


 


(a)           A
Deferred Shares Award made pursuant to Rule 4.1 above shall be evidenced
by a Deferred Shares Award Agreement signed by the Participant to indicate his
or her acceptance of its terms.  The
Deferred Shares Award Agreement shall include the Date of Award, the number of
Deferred Shares subject to the Deferred Shares Award and the conditions
(including any performance conditions) which attach to the vesting of the
Award.


 


(b)           The
Deferred Shares Award Agreement shall be in the form attached to this Plan as
Schedule II or in such other form as the Board may from time to time prescribe.


 


(c)           A
Participant may renounce any Deferred Shares Award made to him within 30 days
after the date the Deferred Shares Award is made and if a Deferred Shares Award
is so renounced it shall be deemed never to have been made to him.


 


4.3           Conditional Shares Award


 


(a)           A
Conditional Shares Award is an award pursuant to which the Company will issue
to the Participant new Conditional Shares subject to such restrictions and
conditions (including forfeiture provisions) as the Board may set on the Date
of Award and as shall be set out in the Conditional Shares Award Agreement.


 


(b)           The
Participant shall pay to the Company the par value of the Conditional Shares in
consideration of the issue of the Conditional Shares.


 


(c)           A
Conditional Shares Award shall be personal to the Participant and may not, save
as otherwise specifically provided in this Plan, be transferred, assigned or
charged.  However, on the death of a
Participant, Conditional Shares shall be capable of being transferred to his
legal personal representatives in accordance with the Rules.


 


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4.4           Conditional Shares Award
Agreement


 


(a)           A
Conditional Shares Award made pursuant to Rule 4.3 above shall be
evidenced by a Conditional Shares Award Agreement signed by the Participant to
indicate his or her acceptance of its terms. 
The Conditional Shares Award Agreement shall include the Date of Award,
the number of Conditional Shares issued to a Participant and subject to the
Conditional Shares Award and the conditions (including any performance
conditions) that attach to such Conditional Shares.


 


(b)           The
Conditional Shares Award Agreement shall be in the form attached to this Plan
as Schedule III or in such other form as the Board may from time to time
prescribe.


 


(c)           A
Participant may renounce any Conditional Shares issued to him within 30 days
after the date the Conditional Shares Award is made and if any such  Conditional Shares are so renounced they
shall be deemed forfeited.


 


(d)           The
Conditional Shares Award Agreement shall include a power of attorney granted by
the Participant giving any director of the Company full power to sign any
documents and do any acts or things on behalf of the Participant as may be
required by the Company to effect the transfer of Conditional Shares to the
Company or any Person nominated by the Company if the Conditional Shares are
forfeited under the terms of the Conditional Shares Award Agreement or the
Rules.


 


5.             SHARE APPRECIATION RIGHTS


 


5.1           Grant of Share Appreciation Right


 


(a)           Subject
to the limits set out in Rule 2, the Board may, in its absolute
discretion, at any time grant a Share Appreciation Right to any Eligible
Employee on such terms as the Board shall specify.  A Share Appreciation Right is a right to
subscribe for such number of new Shares on exercise as is equal in value to the
difference (if any) between the aggregate Market Value of the shares subject to
the Share Appreciation Right at the date of exercise and the aggregate Award
Prices.


 


(b)           In
respect of each Share Appreciation Right granted under this Plan, the Board
shall determine the Award Price of the Share Appreciation Right, the date or
dates on which, or the circumstances under which an Share Appreciation Right
shall vest or become exercisable in whole or in part (including based on 


 


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achievement of
performance conditions and/or future service requirements) which shall be
notified to the Participant pursuant to Rule 5.2(a).


 


(c)           A
Share Appreciation Right shall be personal to the Participant and may not, save
as otherwise specifically provided in this Plan, be transferred, assigned or
charged.  However, on the death of a
Participant, a Share Appreciation Right shall be capable of being exercised by
his legal personal representatives in accordance with the Rules.


 


5.2           Share Appreciation Right
Agreements


 


(a)           A
Share Appreciation Right granted pursuant to Rule 5.1 above shall be
evidenced by a Share Appreciation Right Agreement signed by the Participant to
indicate his or her acceptance of its terms. The Share Appreciation Right
Agreement shall include the Date of Award of the Share Appreciation Right, the
number of Shares subject to the Share Appreciation Right, the Award Price in
respect of each Share and any performance conditions or vesting provisions
which attach to the exercise of the Share Appreciation Right.


 


(b)           The
Share Appreciation Right Agreement shall be in the form attached to this Plan
as Schedule IV or in such other form as the Board may from time to time
prescribe.


 


(c)           A
Participant may renounce any Share Appreciation Right granted to him within 30
days after the Date of Award and if a Share Appreciation Right is so renounced
it shall be deemed never to have been granted to him.


 


6.             VESTING OF AWARDS


 


Awards shall vest in accordance with the terms of the Award Agreement
provided that the Participant is still an Eligible Employee.  Awards shall not vest further after
termination of an Eligible Employee’s employment.


 


6.1           Options and Share Appreciation
Rights


 


Subject to Rule 7 (Lapse of Awards), Options
and Share Appreciation Rights shall become exercisable to the extent they have
vested.


 


6.2           Deferred Shares Awards


 


Subject to Rule 7 (Lapse of Awards), Deferred  Shares shall be issued at the direction of the Company to
the Participant as soon as reasonably practicable after the date on which the Deferred
Shares Award has vested, save that Shares shall not be issued to the 


 


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Participant in circumstances that are in breach of the Share Dealing
Code or which constitute market abuse. 
The Participant shall pay to the Company the par value of the Shares in
consideration of the issue of the Shares.


 


6.3           Vesting and Exercise of Awards on
Corporate Transactions


 


Unless the Board exercises its discretion to accelerate vesting at the
time of a Corporate Transaction (as defined in Rule 9), Awards shall vest
in accordance with Rule 9.2 and the relevant Award Agreement during the
following periods, following which all unexercised Options or Share
Appreciation Rights and unvested Long-Term Incentive Rights shall lapse
pursuant to Rule 7.1(b):


 


(a)           subject
to Rule 6.3(b) below, for six months following a general offer within
Rule 9.1(a) becoming wholly unconditional;


 


(b)           for
one month following a Person becoming bound or entitled to acquire the Shares
within Rule 9.1(b);


 


(c)           for
one month after the date a court sanctions a compromise or arrangement under Part 18(A) of
the Companies Law within Rule 9.1(c);


 


(d)           for
one month after the Board passes a resolution to wind-up the Company by way of
summary winding-up within Rule 9.1(d);


 


(e)           for
one month after the Company sells all or substantially all of its shares in the
JV/NCA Company; and


 


(f)            for
one month after the Company sells all or substantially all of its ownership
interest in the business and assets of the JV/NCA Company.


 


6.4           Accelerated Vesting of Awards


 


The Board may (in its sole discretion) permit an unvested Award to vest
either in full or in part (as the Board may decide) from a date earlier than
the date on which the Award would vest in accordance with the terms of the
Award Agreement in the following circumstances:


 


(a)           to
the extent that such discretion is available to the Board under Rule 9 (Corporate Transactions); or


 


(b)           the
Participant ceasing to be an employee of the JV/NCA Company by reason of:


 


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(i)            death;


 


(ii)           injury
or disability (evidenced to the satisfaction of the Board);


 


(iii)          redundancy
(i.e. elimination of the Participant’s position);


 


(iv)          retirement
at contractual retirement age or early retirement by agreement with his
employer; or


 


(v)           at
the sole discretion of the Board, any other reason which does not fall within Rule 7.1(c) below.


 


7.             LAPSE OF AWARDS


 


7.1           Awards shall lapse on the
earliest of the following dates:


 


(a)           the
tenth anniversary of the Date of Award (or, if the Award has been granted in
substitution for an award granted by an acquired company, the date of award of
that Original Award);


 


(b)           the
end of the relevant period specified in Rule 6.3 during which Awards are
exercisable or continue to vest at the time of a Corporate Transaction within Rule 9;


 


(c)           immediately
upon the date on which a Participant commits any breach which would entitle the
JV/NCA Company to terminate the Participant’s employment or remove the Participant
from his office as a director without notice, whether under the terms of that
Participant’s employment contract or contract for services, or under company
policies as amended from time to time or otherwise;


 


(d)           in
respect of vested Options and Share Appreciation Rights, six months after the
date on which a Participant ceases to be an Eligible Employee for one of the
reasons specified in Rule 6.4(b) above other than death, save that
the Board shall have the discretion, subject to Rule 7.1(a), to permit any
such Award that would otherwise lapse pursuant to this Rule 7.1(d) to
remain exercisable for such longer period as the Board may determine;


 


(e)           in
respect of vested Options and Share Appreciation Rights, one year after the
date on which a Participant ceases to be an Eligible Employee as a result of
the Participant’s death;


 


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(f)            in
respect of unvested Long-Term Incentive Rights, immediately on cessation of
employment unless the Board exercises its discretion to permit vesting under Rule 6.4(b),
or


 


(g)           subject
to Rule 9.1(d), immediately upon the passing of an effective resolution
for the winding-up of the Company or the declaration of the property of the
Company en désastre.


 


8.             VARIATION OF SHARE CAPITAL


 


8.1           Subject
to Rule 8.2 below, in the event of any variation in the share capital of
the Company (whenever effected) by way of capitalisation or rights issue,
sub-division, consolidation, reduction or otherwise, the Board may make such
adjustments as it considers appropriate to:


 


(a)           the
number of Shares in respect of which any Option or Share Appreciation Right may
be exercised; or


 


(b)           the
number of Conditional Shares or Deferred Shares in respect of which any Long
Term Incentive Right may vest; or


 


(c)           the
Exercise Price at which Shares may be acquired by the exercise of any Option;
or


 


(d)           the
Award Price at which any Share Appreciation Right was granted; or


 


(e)           where
any such Award has vested or has been exercised but no Shares have been issued or
transferred (or in the case of a Conditional Shares Award released from escrow
or whatever nominee arrangement is in place) pursuant to such vesting or
exercise, the number of Shares which may be so issued, transferred or released
and any Exercise Price at which they may be so acquired.


 


8.2           As
soon as reasonably practicable after making any adjustment under Rule 8.1
above, the Board shall give notice of that adjustment in writing to any
Participant affected by it.


 


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9.             CORPORATE TRANSACTIONS


 


9.1           In the event that:


 


(a)           any
Person acting either alone or in concert with others obtains Control of the
Company as a result of making a general offer to acquire the whole of the
issued ordinary share capital of the Company; or


 


(b)           any
Person acquires or becomes unconditionally bound or entitled to acquire Shares
under Part 18 of the Companies Law; or


 


(c)           any
court sanctions a compromise or arrangement under Part 18A of the
Companies (Jersey) Law 1991; or


 


(d)           the
Company is wound up by way of summary winding-up; or


 


(e)           the
Company sells all or substantially all of its shares in the JV/NCA Company; or


 


(f)            the
Company sells all or substantially all of its ownership interest in the
business and assets of the JV/NCA Company,


 


(a “Corporate Transaction”), the
Board shall immediately notify every Participant of the occurrence of that
Corporation Transaction and the provisions of Rule 9.2 shall apply.


 


9.2           Subject
to Rule 7.1(a), Rule 10.2 and the terms of the Award Agreement, in
the event of a Corporate Transaction:


 


(a)           any
vested Option or Share Appreciation Right may be exercised within the relevant
period specified in Rule 6.3 (the “Corporate Transaction
Period”), following which the Award shall lapse.  Options and Share Appreciation Rights which
do not vest prior to the end of the Corporate Transaction Period shall be
exercisable during the Corporate Transaction Period pro-rata according to (i) the
time that has elapsed between the Date of Award and the vesting date of the
Award as at the beginning of the Corporate Transaction Period or (ii) the
extent to which the performance conditions have been met since the Date of
Award as at the beginning of the Corporate Transaction Period (whichever of (i) and
(ii) the Board considers most appropriate) SAVE THAT the Board shall have
the discretion to permit any unvested Option or Share Appreciation Right to
vest to a greater extent or in full at the time of the Corporate Transaction;
and


 


12

















 


(b)           any
Long-Term Incentive Right which has not vested as at the beginning of the
Corporate Transaction Period shall continue to vest during that period.  Any unvested Long-Term Incentive Right which
will not vest prior to the end of the Corporate Transaction Period shall vest
at the beginning of that period pro-rata according to (i) the time that
has elapsed between the Date of Award and the vesting date of the Award as at
the beginning of the Corporate Transaction Period, or (ii) the extent to
which the performance conditions have been met since the Date of Award as at
the beginning of the Corporate Transaction Period (whichever of (i) and (ii) the
Board considers most appropriate) SAVE THAT the Board shall have the discretion
to permit the Long-Term Incentive Right to vest to a greater extent or in full
at the time of the Corporate Transaction.


 


9.3           The
Company may procure that Participants are to be granted new rights in
substitution for all or any part of the rights they hold as Participants
immediately prior to the occurrence of the events specified in Rule 9.1(a),
(b), or (c) which new rights are no less valuable overall than the prior
rights.


 


9.4           Where
a Participant exercises his Option or Share Appreciation Right or a Long-Term
Incentive Right vests under Rule 9.1(d), the Participant shall be entitled
to share in the assets of the Company with existing holders of Shares in the
same manner as he would have been entitled had the Shares been registered in
his name before the resolution was passed.


 


10.           MANNER OF EXERCISE OF AWARDS


 


10.1         Options
or Share Appreciation Rights shall be exercised by the Participant, or as the
case may be his personal representatives, giving notice in writing (in the form
prescribed by the Board) to the Company. 
The notice of exercise of the Award shall be accompanied by:


 


(a)           the
relevant Award Agreement; and


 


(b)           in
the case of exercise of an Option, a remittance for the aggregate Exercise
Price payable or in the case of a Share Appreciation Right, a remittance for
the par value payable on issue of the shares subject to the Share Appreciation
Right.


 


10.2         If
the Company is admitted to trading on AIM or listed on the London Stock
Exchange, Options or Share Appreciation Rights may only be exercised and
Long-Term Incentive Rights may only vest in accordance with the Share Dealing
Code and in circumstances which do not constitute market abuse.


 


13














 


10.3         As
soon as reasonably practicable after receipt of a notice of exercise, the Award
Agreement and the appropriate remittance (if any) required pursuant to Rule 10.1,
the Board shall issue to the Participant the number of Shares in respect of
which any Option or Share Appreciation Right has been validly exercised.  Save for any rights determined by reference
to a date on or before the date of issue or transfer, any Shares which are
issued shall rank pari passu and as one class with the other issued shares of
the same class.


 


10.4         As
soon as reasonably practicable after any Deferred Shares Award has vested and
the Company has received the remittance under Rule 6.2, the Board shall
issue to the Participant the number of Deferred Shares in respect of which the
Deferred Shares Award has vested.  Save
for any rights determined by reference to a date on or before the date of
issue, transfer or release, any Deferred Shares which are issued shall rank
pari passu and as one class with the other issued shares of the same class.


 


10.5         In
respect of any Shares issued under this Plan at a time when the Shares are
listed on a stock exchange, the Company shall make application to the stock
exchange in question for such Shares to be admitted to listing.


 


11.           TAX WITHHOLDING


 


11.1         The
Company or JV/NCA Company shall be entitled to withhold any income tax or
social security contributions payable in connection with an Award or Shares
issued pursuant to an Award (i) by deduction from the Participant’s salary
or other earnings or payments due to the Participant at any time, (ii) directly
from the Participant, or (iii) by selling some of the Shares the
Participant is entitled to receive on the exercise or vesting of the
Award.  The Participant, by entering into
an Award Agreement, also agrees that the Company may withhold some or all of
the Shares due to the Participant on the exercise or vesting of the Award until
such income tax or social security contributions have been recovered.


 


11.2         By
entering into an Award Agreement the Participant agrees that, where legally
possible, he will accept any liability for employer’s social security
contributions which may be payable by the Company or JV/NCA Company in respect
of the Award “Employer Social Security”) and
further agrees that the Company or JV/NCA Company may collect the Employer
Social Security by any method mentioned in Rule 11.1 above.  The Participant by entering into an Award
Agreement also agrees that if any additional consents or formal elections are
required to accomplish the above, he/she will provide them promptly upon
request.


 


14

















 


12.           EMPLOYMENT MATTERS


 


12.1         By
entering into an Award Agreement, the Participant agrees that he/she shall have
no entitlement to any compensation or damages as a result of any loss or
diminution in value of an Award or any Shares acquired pursuant to the Plan,
including without limitation as a result of termination of the Participant’s
employment (for any reason whatsoever and whether or not in breach of contract)
and, if (notwithstanding the foregoing) any such claim is found by the court of
competent jurisdiction to have arisen, then the Participant, by entering into
the Award Agreement, shall to the fullest extent permitted by law be deemed irrevocably
to have waived his or her entitlement to pursue such claim.


 


12.2         By entering into an Award
Agreement, the Participant also agrees that:


 


(a)           the
Plan is established voluntarily by the Company, is discretionary in nature and
may be modified, suspended or terminated by the Company at any time, as
provided in the Plan;


 


(b)           participation
in the Plan is voluntary and occasional and does not create any contractual or
other right to future participation in the Plan, or benefits in lieu of
participation in the Plan, even if participation is or has been offered
repeatedly;


 


(c)           all
decisions with respect to future participation in the Plan, if any, will be at
the sole discretion of the Company;


 


(d)           the
Participant’s participation in the Plan shall not create a right to further
employment with his employer and shall not interfere with the ability of his
employer to terminate his employment relationship at any time;


 


(e)           the
Participant is voluntarily participating in the Plan;


 


(f)            participation
in the Plan is an extraordinary item that does not constitute payment of any
kind for services of any kind rendered to the Company or the Participant’s
employer, and which is outside the scope of the Participant’s employment
contract, if any;


 


(g)           Shares
acquired pursuant to the Plan are not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; and


 


15

















 


(h)           the
future value of the underlying Shares is unknown and cannot be predicted with
certainty and any Shares acquired pursuant to exercise or vesting of an Award
may increase or decrease in value, even below any Exercise Price payable by the
Participant.


 


13.           ADMINISTRATION AND AMENDMENT


 


13.1         The
Board shall have power from time to time to make and vary such regulations (not
being inconsistent with this Plan) for the implementation and administration of
this Plan as it thinks fit.


 


13.2         The
decision of the Board, or any committee appointed pursuant to Rule 13.6,
shall be final and binding on all matters relating to this Plan.


 


13.3         The Rules may
be altered from time to time by the Board save that no alteration or addition
may be made to the advantage of Participants or to the Rules without the
approval of the Company in general meeting unless it is a minor amendment to
benefit the administration of the Plan in which case the approval of the
Company in general meeting is not necessary. No amendment shall be made which
would adversely affect any of the subsisting rights of Participants without the
written consent of Participants who, if all Subsisting Awards were to be
exercised or to vest in full, would become entitled to not less than
three-quarters of all the Shares which would fall to be transferred and/or
allotted.


 


13.4         Written
notice of any amendment to this Plan shall be given to all Participants.


 


13.5         The
Company shall not be obliged to provide Eligible Employees or Participants with
copies of any notices, circulars or other documents sent to shareholders of the
Company.


 


13.6         The
Board may establish a committee to which it may delegate its powers under this
Plan.  The Board may, at any time, alter
or direct the manner in which the committee shall act.


 


13.7         The
Company or JV/NCA Company may (subject to applicable laws) provide monies to
the trustees of any trust or any other person to enable them or him to acquire
shares to be held for the purposes of this Plan, or enter into any guarantee or
indemnity for these purposes.


 


16

















 


14.           GENERAL


 


14.1         No
person shall be treated for the purposes of this Plan as ceasing to be an
Eligible Employee until he ceases to be an Eligible Employee of the JV/NCA
Company and the Company and its subsidiaries.


 


14.2         Save
as otherwise provided in this Plan any notice or communication to be given by
the Company to any Eligible Employee or Participant may be personally delivered
or sent by fax or by ordinary post to his last known address and where a notice
or communication is sent by post it shall be deemed to have been received 72
hours after the same was put into the post properly addressed and stamped.
Share certificates and other communications sent by post will be sent at the
risk of the Eligible Employee or Participant concerned and the Company shall
have no liability to any such persons in respect of any notification, document,
share certificate or other communication so given, sent or made.


 


14.3         Any
notice to be given to the Company shall be faxed, delivered or sent to the
Company at its registered office and shall be effective upon receipt.


 


14.4         Awards
granted or made under this Plan shall be governed by and construed in
accordance with the laws of England and the English courts shall have
jurisdiction to settle any dispute which may arise out of or in connection with
this Plan.


 


14.5         By
entering into the Award Agreement, the Participant consents to the collection,
use and transfer of personal data as described in this paragraph. The Company
and JV/NCA Company (“Data Holders”)
hold certain personal information about the Participant, including his name,
home address and telephone number, date of birth, social security number,
salary, nationality, job title, any shares or directorships held in the Data
Holders, details of all options or other entitlement to shares awarded,
cancelled, exercised, vested, unvested, or outstanding in his favour (“Data”).  The Data
Holders will transfer Data as necessary for the purposes of the Plan and may
further transfer Data to any third parties assisting the Data Holders in
relation to the Plan. Recipients of Data may be located in the European Economic
Area or elsewhere and the Participant authorises recipients (including the Data
Holders) to receive, possess, use, retain and transfer the Data (including any
requisite transfer to a broker or other third party with whom he may elect to
deposit any Shares acquired pursuant to the Plan of such Data as may be
required for the subsequent holding of Shares on his behalf), in electronic or
other form, for the purposes of implementing, administering and managing
participation in the Plan.


 


17

















 


SCHEDULE I


 


VELTI PLC JV/NCA COMPANY SHARE INCENTIVE PLAN


OPTION AGREEMENT


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Address of Participant:

  	
   

  
	
   

  	
   

  
	
  Date of Award:

  	
   

  
	
   

  	
   

  
	
  Number of Shares

  	
   

  
	
   

  	
   

  
	
  subject to Option:

  	
   

  
	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  



 


1.             Velti
Plc (“the Company”) hereby grants to the Participant named above an Option to
subscribe for the specified Number of Shares in the Company at the Exercise
Price.


 


2.             The
Option shall be exercisable subject to and in accordance with the Rules of
the Velti Plc JV/NCA Company Share Incentive Plan and this Option Agreement. In
the event of any conflict between the Rules and the terms of this Option
Agreement, the Rules will prevail.


 


3.             Capitalised
terms in this Option Agreement shall bear the same meaning as those set out in
the Rules.


 


4.             Subject
to the Rules and any performance conditions set out in this Option
Agreement, the Option shall vest on the [first/second] anniversary of the Date
of Award.


 


5.             [The
exercise of the Option shall be subject to the following performance
requirements:- insert performance requirements if any].


 


6.             This
Option Agreement shall be governed by and construed in accordance with the laws
of England and the English courts shall have jurisdiction to settle any dispute
which may arise out of or in connection with this Option Agreement.


 


The Participant agrees to the grant of the Option subject to the terms
and conditions of the Velti Plc JV/NCA Company Share Incentive Plan and this
Option Agreement


 


18

















 


	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by VELTI PLC

  	
   

  	
   

  
	
  acting by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by [NAME OF INDIVIDUAL]

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
                            

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
                            

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                              

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                               

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
                              

  	
   

  	
   

  



 


19














 


SCHEDULE II


 


VELTI PLC JV/NCA COMPANY SHARE
INCENTIVE PLAN


DEFERRED SHARES AWARD AGREEMENT


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Address of Participant:

  	
   

  
	
   

  	
   

  
	
  Date of Award:

  	
   

  
	
   

  	
   

  
	
  Number of Deferred Shares:

  	
   

  
	
   

  	
   

  
	
  Per Share acquisition price:

  	
   

  



 


1.             Velti
Plc (“the Company”) hereby grants to the Participant named above a Deferred
Shares Award being a right to subscribe at par for the specified Number of
Deferred Shares in the Company on vesting of the Award.


 


2.             The
Shares subject to the Deferred Shares Award shall be issued to the Participant
subject to and in accordance with the Rules of the Velti Plc JV/NCA
Company Share Incentive Plan and this Deferred Shares Award Agreement. In the
event of any conflict between the Rules and the terms of this Deferred
Shares Award Agreement, the Rules will prevail.


 


3.             Capitalised
terms in this Deferred Shares Award Agreement shall bear the same meaning as
those set out in the Rules.


 


4.             The
Shares subject to the Deferred Shares Award shall, subject to the Rules and
any performance requirements set out in this Deferred Shares Award Agreement,
be issued on the [first/second] anniversary of the Date of Award.


 


5.             [The
issue of the Shares subject to the Deferred Shares Award shall be subject to
the following performance requirements:- insert performance
requirements if any.]


 


6.             The
issue of the Shares subject to the Deferred Shares Award shall be subject to
receipt by the Company of any sum payable by the Participant under Rule 6.2
of the Plan.


 


7.             This
Deferred Shares Award Agreement shall be governed by and construed in
accordance with the laws of England and the English courts shall have
jurisdiction to 


 


20

















 


settle any
dispute which may arise out of or in connection with this Deferred Shares Award
Agreement.


 


The Participant agrees to the grant of the Deferred Shares Award
subject to the terms and conditions of the Velti Plc JV/NCA Company Share
Incentive Plan and this Deferred Shares Award Agreement.


 


	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by VELTI PLC

  	
   

  	
   

  
	
  acting by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by [NAME OF INDIVIDUAL]

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
                                   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
                                   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                                   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                                   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
                                   

  	
   

  	
   

  



 


21

















 


SCHEDULE III


 


VELTI PLC JV/NCA COMPANY SHARE INCENTIVE PLAN


CONDITIONAL SHARES AWARD AGREEMENT


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Address of Participant:

  	
   

  
	
   

  	
   

  
	
  Date of Award:

  	
   

  
	
   

  	
   

  
	
  Number of Conditional Shares :

  	
   

  
	
   

  	
   

  
	
  Per Share acquisition price:

  	
   

  



 


1.             Velti
Plc (“the Company”) hereby agrees to issue to the Participant named above the
specified Number of Conditional Shares in the Company at par.


 


2.             The
Conditional Shares shall be issued to the Participant subject to and in
accordance with the Rules of the Velti Plc JV/NCA Company Share Incentive
Plan and this Conditional Shares Award Agreement. In the event of any conflict
between the Rules and the terms of this Conditional Shares Award
Agreement, the Rules will prevail.


 


3.             Capitalised
terms in this Conditional Shares Award Agreement shall bear the same meaning as
those set out in the Rules.


 


4.             In
consideration of the issue of the Conditional Shares, the Participant agrees to
pay to the Company the sum payable by the Participant under Rule 4.3(b) of
the Plan.


 


5.             [The
issue of the Conditional Shares is subject to the Rules and the following
vesting schedule and performance requirements:- insert
vesting schedule/performance requirements.]


 


The Conditional Shares are forfeitable to the extent that the
Conditional Shares become incapable of vesting.


 


6.             The
Participant hereby agrees that any director of the Company is appointed as
authorised attorney of the Participant with full power to sign any documents
and do any acts or things as may be required by the Company to transfer
Conditional Shares in accordance with the provisions of the Rules or this
Conditional Shares Award Agreement to the Company or any other Person nominated
by the Company if the 


 


22

















 


Conditional
Shares are forfeited under the terms of this Conditional Shares Award Agreement
or the Rules.


 


7.             This
Conditional Shares Award Agreement shall be governed by and construed in
accordance with the laws of England and the English courts shall have
jurisdiction to settle any dispute which may arise out of or in connection with
this Conditional Shares Award Agreement.


 


The Participant agrees to the issue of the Conditional Shares subject
to the terms and conditions of the Velti Plc JV/NCA Company Share Incentive
Plan and this Conditional Shares Award Agreement.


 


	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by VELTI PLC

  	
   

  	
   

  
	
  acting by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by [NAME OF INDIVIDUAL]

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
                          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
                          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
                          

  	
   

  	
   

  



 


23

















 


SCHEDULE IV


 


VELTI PLC JV/NCA COMPANY SHARE INCENTIVE PLAN


SHARE APPRECIATION RIGHT AGREEMENT


 


	
  Name of Participant:

  	
   

  
	
   

  	
   

  
	
  Address of Participant:

  	
   

  
	
   

  	
   

  
	
  Date of Award:

  	
   

  
	
   

  	
   

  
	
  Number of Shares  subject

  	
   

  
	
  to a Share Appreciation Right:

  	
   

  
	
   

  	
   

  
	
  Award Price:

  	
   

  



 


1.             Velti
Plc (“the Company”) hereby grants to the Participant named above a Share
Appreciation Right being a warrant to subscribe for such number of Shares on
exercise of the Share Appreciation Right as is equal in value to the difference
between the aggregate Market Value of the Number of Shares specified above at
the date of exercise less the aggregate Award Prices of that Number of Shares.


 


2.             The
Share Appreciation Right shall be exercisable subject to and in accordance with
the Rules of the Velti Plc JV/NCA Company Share Incentive Plan and this
Share Appreciation Right Agreement. In the event of any conflict between the Rules and
the terms of this Share Appreciation Right Agreement, the Rules will
prevail.


 


3.             Capitalised
terms in this Share Appreciation Right Agreement shall bear the same meaning as
those set out in the Rules.


 


4.             Subject
to the Rules and any performance conditions set out in this Share
Appreciation Right Agreement, the Share Appreciation Right shall vest on the
subject to the [first/second] anniversary of the Date of Award.


 


5.             [The
exercise of the Share Appreciation Right shall be subject to the following
performance requirements:- insert performance
requirements if any.]


 


6.             This
Share Appreciation Right Agreement shall be governed by and construed in
accordance with the laws of England and the English courts shall have
jurisdiction to settle any dispute which may arise out of or in connection with
this Share Appreciation Right Agreement.


 


24

















 


The Participant agrees to the grant of the Share Appreciation Right
subject to the terms and conditions of the Velti Plc JV/NCA Company Share
Incentive Plan and this Share Appreciation Right Agreement.


 


	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by VELTI PLC

  	
   

  	
   

  
	
  acting by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED AS A DEED

  	
   

  	
   

  
	
  by [NAME OF INDIVIDUAL]

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
                                         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
                                         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                                         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                                         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
                                         

  	
   

  	
   

  



 


25