

Name: | Number of Shares: | ||
Date of Grant: | Exercise Price: |
Employee Signature | Employee Name (Printed) | |
Date |
Employee Signature | Employee Name (Printed) | |
Date |
Employee Signature | Employee Name (Printed) | |
Date |
A.Application Period | ||
This offer remains open until the date specified in your Terms and Conditions Relating to Nonstatutory Stock Options Granted Pursuant to the Plan (the “Application Period”). You may accept this offer at any time up until then. | ||
B.Acquisition of Options | ||
You cannot acquire any Options until at least 14 days after receiving this ESS Offer Document. | ||
CTerms Relating to Disclosure | ||
This offer is also subject to the following terms relating to disclosure: (a)this ESS Offer Document and the terms of the offer: (i)must not include a misleading or deceptive statement; and (ii)must not omit any information that would result in this document or terms of the offer being misleading or deceptive; (b)the Company must provide you with an updated ESS Offer Document as soon as practicable after becoming aware that the document that was provided has become out of date, or is otherwise not correct, in a material respect; (c)each person mentioned in items 2, 3 and 4 of the table below must notify, in writing, the Company as soon as practicable if, during the Application Period, the person becomes aware that: (i)a material statement in the documents mentioned in paragraph (a) is misleading or deceptive; or (ii)information was omitted from any of those documents that has resulted in one or more of those documents being misleading or deceptive; or (iii)a new circumstance has arisen during the Application Period which means the ESS Offer Document is out of date, or otherwise not correct, in a material respect; and (d)if you suffer loss or damage because of a contravention of a term of the offer covered by paragraph (a), (b) or (c) above, you can recover the amount of loss or damage in accordance with the table below. For the purposes of paragraph (d) above, an ESS participant must be able to recover loss or damage in accordance with the following table: | ||
Item | You may recover loss or damage suffered as a result of a contravention of | from these people... |
1 | a term of the offer covered by any of the following paragraphs: •paragraph (a) (misleading or deceptive statements and omissions); •paragraph (b) (out of date ESS Offer Document) | the Company |
2 | a term of the offer covered by any of the following paragraphs: •paragraph (a) (misleading or deceptive statements and omissions); •paragraph (b) (outdated ESS Offer Document) | each director of the Company |
3 | a term of the offer covered by any of the following paragraphs: •paragraph (a) (misleading or deceptive statements and omissions); •paragraph (b) (out of date ESS Offer Document) | a person named, with their consent, in an ESS Offer Document or the terms of the offer as a proposed director of the Company |
4 | a term of the offer covered by paragraph (a) (misleading or deceptive statements and omissions) | a person named, with their consent, in the ESS Offer Document or the terms of the offer as having made: •the misleading or deceptive statement; or •a statement on which the misleading or deceptive statement is based |
5 | a term of the offer covered by paragraph (c) (failure to notify the Company of misleading or deceptive statement and omissions or new circumstances) | the person mentioned in item 2, 3 or 4 of this table who failed to notify the Company in accordance with the term covered by paragraph (c) |
DExclusions from Liability | ||
A person mentioned in the table in section C above is not liable for any loss or damage suffered by you because of a contravention of a term of the offer covered by paragraph (a) or (b) of section C above if: (a)the person: (i)made all inquiries (if any) that were reasonable in the circumstances; and (ii)after doing so, believed on reasonable grounds that the statement was not misleading or deceptive; or (b)the person did not know that the statement was misleading or deceptive; or (c)the person placed reasonable reliance on information given to the person by: (i)if the person is a body corporate or a responsible entity of a registered scheme - someone other than a director, employee or agent of the body corporate or responsible entity; or (ii)if the person is an individual—someone other than an employee or agent of the individual; or (d)for a person mentioned in column 2 of item 3 or 4 of the table in section C above - the person proves that they publicly withdrew their consent to being named in the document in that way; or (e)the contravention arose because of a new circumstance that has arisen since the ESS Offer Document was prepared and the person proves that they were not aware of the matter. | ||