A CHANGE OF CONTROL FOR ANY REASON OTHER THAN CAUSE, ALL OUTSTANDING
SHARE OPTIONS SHALL VEST IMMEDIATELY AS OF THE TIME OF THE EARLIER OF THE
TERMINATION DATE OR THE CHANGE IN CONTROL AND SHALL IMMEDIATELY BE EXERCISABLE
BY THE EMPLOYEE AND SHALL REMAIN SO EXERCISABLE FOR A PERIOD OF NINETY (90) DAYS
SUBSEQUENT TO SUCH TERMINATION OF EMPLOYMENT.
Notwithstanding the above, it shall be a term and condition of any option that
in the event of notice being given to shareholders of a resolution for the
winding-up of the Company, the Option shall be capable of exercise within the
period of six months commencing on the date of such notice and the Option shall
lapse at the end of such period or on the winding up of the Company, if earlier.
If the Company is succeeded by a successor corporation, or if any person ("the
Offeror") obtains Control of the Company, then the successor corporation or
Offeror may assume, convert or replace any or all outstanding Options, which
action will be binding on all option holders.
In the alternative, the successor
corporation or Offeror may substitute equivalent options or provide
substantially similar consideration to option holders as was provided to
shareholders (after taking into account the existing provisions of the Options).
8
If such successor corporation or Offeror refuses to assume or substitute
Options, such Options shall accelerate and become exercisable in full on such
conditions as the Board shall determine prior to such succession or change of
Control.
Any Options not so replaced or exercised shall lapse and cease to be
exercisable.
(I)
POST-TERMINATION NON-COMPETITION RESTRICTIONS
(I)
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR REASONS OTHER THAN
SECTION 7(A) (AUTOMATIC TERMINATION), SECTION 7(B) (FOR CAUSE), OR SECTION 7(C)
(VOLUNTARY RESIGNATION), EXCEPT IN THE CASE OF VOLUNTARY TERMINATION WITHIN ONE
YEAR FOLLOWING A CHANGE OF CONTROL, FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING
THE TERMINATION, THE EMPLOYEE SHALL NOT (I) ENGAGE IN COMPETITION WITH THE
COMPANY ANYWHERE WHERE THE COMPANY SELLS OR OFFERS ITS PRODUCTS OR SERVICES; OR
(II) DIRECTLY OR INDIRECTLY INDUCE OR ATTEMPT TO INDUCE OR OTHERWISE COUNSEL,
ADVISE, SOLICIT OR ENCOURAGE ANY PERSON TO LEAVE THE EMPLOY OF THE COMPANY
("REFRAIN FROM COMPETING").
(II)
ENFORCEMENT; REMEDIES.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
(A) A BREACH OR THREATENED VIOLATION OF ANY OF THE NON-COMPETITION RESTRICTIONS
SET FORTH IN SECTION 7(I) WILL RESULT IN IMMEDIATE AND IRREPARABLE HARM TO THE
COMPANY, (B) IN THE EVENT OF A BREACH OR THREATENED VIOLATION OF ANY OF THE
NON-COMPETITION RESTRICTIONS SET FORTH IN SECTION 7(I) , A SOLELY MONETARY
REMEDY WOULD BE INADEQUATE AND DIFFICULT TO QUANTIFY, (C) THE COMPANY WILL BE
ENTITLED, WITHOUT THE NECESSITY OF PROOF OF ACTUAL DAMAGES AND WITHOUT THE
NECESSITY OF POSTING ANY BOND, TO AN IMMEDIATE AND PERMANENT INJUNCTION
RESTRAINING AND ENJOINING THE EMPLOYEE FROM ANY ACTUAL OR THREATENED VIOLATION
OF ANY OF THE NON-COMPETITION RESTRICTIONS SET FORTH IN SECTION 7(I), (D) THE
FOREGOING RELIEF AND REMEDIES ARE IN ADDITION TO ANY OTHER LEGAL