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This options agreement (the “Agreement”) is made on _________ day of ________________ 2016.
BETWEEN
______________________________ (NRIC____________________) of
________________________________________________________________________________
(the “Option Holder”);
and
WHEREAS:
The Option Holder has the option to purchase the number of ordinary shares (the “Shares”) of the
Company’s as set forth below, subject to the terms and conditions of this Agreement.
1. DEFINITIONS
1.1. "Company" means Glee Trees Pte. Ltd. (UEN No. 201617907E ), a company incorporated in
Singapore with its registered office at Block 652 Senja Link #05-16, Singapore 670652.
1.2. “Option” means the right granted pursuant to Clause 2, which reference shall include any
tranche thereof.
1.3. “Vesting Start Date” means one year from the date of this Agreement.
1.4. “Service Provider” means being an employee or director or Adviser, freelance consultant to the
Company.
1.8. “Strike Price” mean the price of the Company’s shares as follows: first 300 ordinary shares at
$0.01 per share and subsequent ordinary shares at S$3.33 per ordinary share.
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1.15. “Exercise Note” means a duly signed letter by Option Holder informing the Company of his or
her intention to exercise the Option.
1.16. “Exercise Price” the total amount to be paid for the number of Shares for which the Option is
being exercised
1.18. "this Agreement", "hereto", "herein", "hereby", "hereunder", "hereof", and similar
expressions refer to this Agreement and not to any particular section, subsection, paragraph, or
other portion of this agreement.
2. Vesting Schedule
The Shares subject to this Option shall vest according to the following schedule:
- Twenty-five percent (25%) of the granted Shares subject to the Option (rounded down to
the next whole number of shares) shall vest on the Vesting Start Date; and
- 1/24 th of the granted Shares subject to the Option shall vest monthly thereafter so that one
hundred percent (100%) of the Shares subject to the Option are vested on the second
anniversary of the Vesting Start Date, subject to the Option Holder remaining as Service
Provider through each such vesting date (unless otherwise determined by the Board).
3. GRANT OF OPTION
3.1. In consideration of the sum of S$1 from the Option Holder, receipt of which is acknowledged by
the Company, the Company grants to the Option Holder an option to subscribe for the Option
Shares at the Strike Price.
3.2. If the Option Holder is a freelance contractor of the Company, the schedule for eligible Option
Shares is as set out below:
Performance grade at the preceding % of total issued common shares of the
appraisal Company at the date of this agreement.
A 0.20%
B 0.15%
C 0.125%
D 0.10%
E 0.05%
4. EXERCISE OF OPTION
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4.1.2. This Option may not be exercised for a fraction of a Share.
4.1.3. In the event of Option Holder’s death or disability that prevents Option Holder from
continuing as a Service Provider, the exercisability of this Option will be determined
according to the clauses stated in this Agreement.
4.1.4. The Option shall immediately lapse without any claim by the Option Holder against the
Company and become null, void and of no effect and shall not be capable of exercise:
4.1.4.1. on the fourth anniversary of the Vesting Start Date; or
4.1.4.2. if a resolution is passed or an order is made by the court for the winding up
of the Company on the basis of insolvency.
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4.5.1. If Option Holder ceases to be a Service Provider as a result of the death of Option Holder, the
vested portion of the Option may be exercised at any time within twelve (12) months following the
date of death (and in no event later than the fourth anniversary of the Vesting Start Date) by Option
Holder’s estate or by a person who acquires the right to exercise the Option by bequest or
inheritance.
4.5.2. To the extent that the Option is not vested on the date of death, or if the Option is not
exercised within the time specified herein, the Option shall terminate.
The Company shall forthwith upon the occurrence of such event notify the Option Holder in writing
of such occurrence. The Option Holder shall upon receipt of such notification be entitled to exercise
the Option within 60 days or by the fourth anniversary of the Vesting Start Date, whichever is
earlier. In such an event the Option Period shall be deemed to have been brought forward and
shortened accordingly.
5. COMPLETION
5.1. Within 5 working days of receipt of an Exercise Note and the aggregate Exercise Price, the
Company shall allot and issue the Option Shares in respect of which the Option has been validly
exercised to the Option Holder.
5.2. The Option Shares shall rank pari passu in all respects with all the ordinary shares of the
Company then in issue save for any rights determined by reference to a date on or before the date
of allotment.
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6.1. If, while any Option is outstanding, the Company shall effect any sub-division or consolidation
of its share capital, any capitalisation issue, reduction of share capital or repurchase of its own
Shares, but not otherwise, then the number of Option Shares which remain the subject of the
Option or the subscription price for each Option Share shall be adjusted accordingly in such manner:
6.1.1 as shall place the Option Holder whose Option is still outstanding in the same
position as regards the percentage of the equity share capital of the Company which such
Option Holder shall be entitled to subscribe for pursuant to any exercise of Option; and
6.1.2 the aggregate cost of such subscription as shall have existed at the date hereof; and
in the case of any dispute as to the manner of such adjustment an independent accounting
firm (acting as experts and not arbitrators) shall determine the same at the request of either
party and at their joint expense.
6.2. Notwithstanding Clause 6.1, the Company shall not be required to take any steps in relation to
its share capital as aforesaid which would have the effect of reducing the subscription price (as so
adjusted) payable per Option Share below par. No fraction of a Share will be issued on any exercise
of an Option.
7. GENERAL
7.1. The Company shall, for so long as the Option remains exercisable, procure that there is
maintained;
7.1.1 sufficient authorised but unissued share capital;
7.1.2 and other authorities and powers of the directors of the Company, and take all other
requisite action to enable any (i) exercise of such Option and the rights conferred by Clause 6
and (ii) the prompt issue of shares pursuant thereto.
7.2. The Option Holder will be a signee of the Shareholders Agreement and will be bound by the
Shareholders Agreement.
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parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the
English language and the parties agree to be bound by any settlement agreement reached.
If both parties cannot come to a settlement at mediation, the dispute shall be referred to and
finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre for the time being in force.
9. GOVERNING LAW
This Agreement shall be governed by and construed according to the laws of Singapore and the
parties submit to the non-exclusive jurisdiction of the courts of Singapore.
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SIGNED, SEALED, AND DELIVERED
(1) _______________________________(signature)
Witnessed by:
_______________________________ (signature)
Witnessed by:
_______________________________ (signature)
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