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North Denes Aerodrome Ltd, et al. – ‘S-4’ on 1/18/12 – ‘EX-10.7’

On:  Wednesday, 1/18/12, at 4:49pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-12-15597   ·   File #s:  333-179072, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/18/12  North Denes Aerodrome Ltd         S-4¶                 128:38M                                    Donnelley … Solutions/FA
          Lloyd Helicopter Services Ltd
          Management Aviation Ltd
          Lloyd Helicopter Services Pty Ltd
          Lloyd Helicopters Pty Ltd
          CHC Sweden AB
          CHC Netherlands BV
          CHC Helicopters (Barbados) Ltd
          CHC Capital (Barbados) Ltd
          Capital Aviation Services BV
          Heli-One (Netherlands) B.V.
          Heliworld Leasing Ltd
          Lloyd Helicopters Int’l Pty Ltd in its own capacity & as tr… Tr
          Lloyd Off-Shore Helicopters Pty. Ltd.
          Lloyd Bass Strait Helicopters Pty. Ltd.
          CHC Helicopter Holding S.?.r.l.
          CHC Holding (UK) Ltd
          CHC Leasing (Ireland) Ltd
          CHC Norway Acquisition Co AS
          Heli-One (U.K.) Ltd
          Heli-One Canada Inc.
          Heli-One Holdings (UK) Ltd
          Heli-One Leasing Inc.
          Helicopter Services Group AS
          6922767 Holding S.?.r.l.
          CHC Den Helder B.V.
          CHC Global Operations (2008) Inc.
          CHC Global Operations International Inc.
          CHC Helicopter S.A.
          CHC Holding NL B.V.
          CHC Hoofddorp B.V.
          Heli-One (U.S.) Inc.
          Heli-One Defence B.V.
          Heli-One Leasing (Norway) AS
          Heli-One USA Inc.
          Heli-One (Norway) AS
          Heli-One (Europe) AS
          Helikopter Service AS
          Integra Leasing AS

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   4.57M 
                Business-Combination Transaction                                 
128: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     12K  
 2: EX-3.1      Chc Helicopter S.A., Articles of Association        HTML    103K 
11: EX-3.10     Chc Global Operations International Inc., Bylaws    HTML    115K 
12: EX-3.11     Chc Helicopter Holding S.A R.L, Articles of         HTML    130K 
                Association                                                      
13: EX-3.12     Chc Helicopters (Barbados) Limited, Amended         HTML    288K 
                Articles of Incorporation                                        
14: EX-3.13     Chc Helicopters (Barbados) Limited, Bylaws          HTML    134K 
15: EX-3.14     Chc Holding Nl B.V., Deed of Incorporation          HTML    140K 
16: EX-3.15     Chc Holding (Uk) Limited, Certificate of            HTML     87K 
                Incorporation                                                    
17: EX-3.16     Chc Holding (Uk) Limited, Amended Memorandum of     HTML    132K 
                Association                                                      
18: EX-3.17     Chc Hoofddorp B.V., Deed of Incorporation           HTML    149K 
19: EX-3.18     Chc Netherlands B.V., Amended Articles of           HTML    193K 
                Association                                                      
20: EX-3.19     Chc Norway Acquisition Co. As, Certificate of       HTML     52K 
                Registration                                                     
 3: EX-3.2      6922767 Holding S.Ar.L. Articles of Association     HTML    319K 
21: EX-3.20     Chc Norway Acquisition Co. As, Articles of          HTML     48K 
                Association                                                      
22: EX-3.21     Chc Sweden Ab, Certificate of Registration          HTML     54K 
23: EX-3.22     Chc Sweden Ab, Articles of Association and Rules    HTML     77K 
                of Procedure                                                     
24: EX-3.23     Helicopter Services Group As, Articles of           HTML     49K 
                Association                                                      
25: EX-3.24     Helicopter Services Group As, Certificate of        HTML     56K 
                Registration                                                     
26: EX-3.25     Helikopter Service As, Certificate of Registration  HTML     54K 
27: EX-3.26     Helikopter Service As, Articles of Association      HTML     49K 
28: EX-3.27     Heli-One Canada Inc., Certificate of Amalgamation   HTML     67K 
29: EX-3.28     Heli-One Canada Inc., Bylaws                        HTML    130K 
30: EX-3.29     Heli-One Defence B.V., Amended Articles of          HTML    110K 
                Association                                                      
 4: EX-3.3      Capital Aviation Services B.V. Amended Articles of  HTML    125K 
                Association                                                      
31: EX-3.30     Heli-One Holdings (Uk) Limited, Certificate of      HTML     44K 
                Incorporation                                                    
32: EX-3.31     Heli-One Holdings (Uk) Ltd, Memorandum of           HTML     93K 
                Association & Articles of Association                            
33: EX-3.32     Heli-One (Europe) As, Amended Articles of           HTML     47K 
                Association                                                      
34: EX-3.33     Heli-One (Europe) As, Certificate of Registration   HTML     53K 
35: EX-3.34     Heli-One Leasing Inc., Certificate of               HTML     64K 
                Incorporation                                                    
36: EX-3.35     Heli-One Leasing Inc., Bylaws                       HTML    114K 
37: EX-3.36     Heli-One Leasing (Norway) As, Amended Articles of   HTML     49K 
                Association                                                      
38: EX-3.37     Heli-One Leasing (Norway) As, Certificate of        HTML     53K 
                Registration                                                     
39: EX-3.38     Heli-One (Norway) As, Amended Articles of           HTML     48K 
                Association                                                      
40: EX-3.39     Heli-One (Norway) As, Certificate of Registration   HTML     57K 
 5: EX-3.4      Chc Capital (Barbados) Limited, Certificate of      HTML     78K 
                Incorporation                                                    
41: EX-3.40     Heli-One (Netherlands) B.V., Amended Articles of    HTML    139K 
                Association                                                      
42: EX-3.41     Heli-One (Uk) Limited, Amended Certificate of       HTML     80K 
                Incorporation                                                    
43: EX-3.42     Heli-One (Uk) Limited, Amended Articles of          HTML    188K 
                Association                                                      
44: EX-3.43     Heli-One (Us) Inc., Certificate of Incorporation    HTML     51K 
45: EX-3.44     Heli-One (Us) Inc., Bylaws                          HTML     94K 
46: EX-3.45     Heli-One Usa Inc., Amended Articles of              HTML     95K 
                Incorporation                                                    
47: EX-3.46     Heli-One Usa Inc., Bylaws                           HTML    107K 
48: EX-3.47     Heliworld Leasing Limited, Certificate of           HTML     46K 
                Incorporation                                                    
49: EX-3.48     Heliworld Leasing Limited, Memorandum of            HTML    170K 
                Association and Articles of Association                          
50: EX-3.49     Chc Leasing (Ireland) Limited, Certificate of       HTML     78K 
                Incorporation                                                    
 6: EX-3.5      Chc Capital (Barbados) Limited, Bylaws              HTML    109K 
51: EX-3.50     Chc Leasing (Ireland) Limited, Memo of Association  HTML    126K 
                and Articles of Association                                      
52: EX-3.51     Integra Leasing As, Articles of Association         HTML     48K 
53: EX-3.52     Integra Leasing As, Certificate of Registration     HTML     50K 
54: EX-3.53     Lloyd Bass Strait Helicopters Pty. Ltd.             HTML     44K 
55: EX-3.54     Lloyd Bass Strait Helicopters Pty. Ltd.,            HTML    333K 
                Constitution                                                     
56: EX-3.55     Lloyd Helicopters International Pty. Ltd.           HTML    316K 
                Indenture                                                        
57: EX-3.56     Lloyd Helicopters International Pty. Ltd.           HTML    331K 
                Certificate of Registration                                      
58: EX-3.57     Lloyd Helicopters Pty. Ltd., Certificate of         HTML     44K 
                Registration                                                     
59: EX-3.58     Lloyd Helicopters Pty. Ltd., Constitution           HTML    353K 
60: EX-3.59     Lloyd Helicopter Services Limited, Certificate of   HTML     73K 
                Incorporation and Memo of Assn                                   
 7: EX-3.6      Chc Den Helder B.V., Amended Articles of            HTML    163K 
                Association                                                      
61: EX-3.60     Lloyd Helicopter Services Limited, Articles of      HTML     82K 
                Association                                                      
62: EX-3.61     Lloyd Helicopter Services Pty. Ltd., Certificate    HTML     61K 
                of Registration                                                  
63: EX-3.62     Lloyd Helicopter Services Pty. Ltd., Constitution   HTML    329K 
64: EX-3.63     Lloyd Offshore Helicopters Pty. Ltd., Certificate   HTML     86K 
                of Registration                                                  
65: EX-3.64     Lloyd Offshore Helicopters Pty. Ltd., Constitution  HTML    305K 
66: EX-3.65     Management Aviation Limited, Certificate of         HTML     75K 
                Incorporation                                                    
67: EX-3.66     Management Aviation Limited, Memorandum of          HTML    104K 
                Association and Articles of Assn                                 
68: EX-3.67     North Denes Aerodrome Limited, Certificate of       HTML     70K 
                Incorporation                                                    
69: EX-3.68     North Denes Aerodrome Limited, Memorandum of        HTML    106K 
                Association and Articles of Assn                                 
 8: EX-3.7      Chc Global Operations (2008) Inc., Certificate of   HTML    102K 
                Incorporation                                                    
 9: EX-3.8      Chc Global Operations (2008) Inc., Bylaws           HTML    114K 
10: EX-3.9      Chc Global Operations International Inc.,           HTML     62K 
                Certificate of Incorporation                                     
70: EX-4.1      Indenture                                           HTML   1.12M 
71: EX-4.3      Registration Rights Agreement                       HTML    214K 
72: EX-4.4      Intercreditor Agreement                             HTML    408K 
73: EX-5.1      Opinion of Simpson Thacher & Bartlett LLP           HTML     65K 
82: EX-5.10     Opinion of Paull & Williamsons LLP                  HTML     80K 
83: EX-5.11     Opinion of Arthur Cox                               HTML     62K 
84: EX-5.12     Opinion of Dla Piper LLP (Us)                       HTML     51K 
74: EX-5.2      Opinion of Simpson, Thacher & Bartlett              HTML     66K 
75: EX-5.3      Opinion of Loyens & Loeff                           HTML     82K 
76: EX-5.4      Opinion of Harridyal Sodha & Associates             HTML     60K 
77: EX-5.5      Opinion of Blake, Cassels & Graydon LLP             HTML     56K 
78: EX-5.6      Opinion of Mallesons Stephen Jaques                 HTML    100K 
79: EX-5.7      Opinion of Advokatfirmaet Thommessan as             HTML     74K 
80: EX-5.8      Opinion of Advokatfirman Vinge Kb                   HTML     89K 
81: EX-5.9      Opinion of Van Doorne N.V.                          HTML     78K 
85: EX-10.1     Credit Agreement                                    HTML   1.05M 
94: EX-10.10    2008 Share Incentive Plan of 6922767 Holding        HTML    138K 
                (Cayman) Inc.                                                    
95: EX-10.11    Form of 2008 Option Agreement of 6922767 Holding    HTML     61K 
                (Cayman) Inc.                                                    
96: EX-10.12    Form of 2008 Option Rollover Agreement of 6922767   HTML     59K 
                Holding (Cayman) Inc.                                            
97: EX-10.13    Form of 2008 Special A Share Subscription           HTML     64K 
                Agreement                                                        
98: EX-10.14    Form of 2008 Subscription Agreement of 6922767      HTML     68K 
                Holding (Cayman) Inc.                                            
99: EX-10.15    Management Shareholders Agreement                   HTML    186K 
100: EX-10.16    Employment Agreement - William J. Amelio            HTML    126K  
101: EX-10.17    Employment Agreement - Christine Baird              HTML     93K  
102: EX-10.18    Employment Agreement - Neil Calvert                 HTML     93K  
103: EX-10.19    Employment Agreement - Rick Davis                   HTML    100K  
86: EX-10.2     Guarantee                                           HTML    163K 
104: EX-10.20    Employment Agreement - Tilmann Gabriel              HTML     93K  
105: EX-10.21    Employment Agreement - Joan Hooper                  HTML     97K  
106: EX-10.22    Employment Agreement - Michael O'Neill              HTML    111K  
107: EX-10.23    Amended and Restated Employment Agreement -         HTML    106K  
                Michael Summers                                                  
108: EX-10.24    Amended and Restated Supp Retirement Plan           HTML     79K  
                Agreement - Christine Baird                                      
109: EX-10.25    Retirement Compensation Arrangement - Christine     HTML    206K  
                Baird                                                            
110: EX-10.26    Retirement Compensation Arrangement - Neil Calvert  HTML    198K  
111: EX-10.27    Amended and Restated Supp Retirement Plan - Neil    HTML     81K  
                Calvert                                                          
112: EX-10.28    Supplemental Retirement Plan Agreement - Rick       HTML     78K  
                Davis                                                            
113: EX-10.29    Retirement Compensation Agreement - Rick Davis      HTML    201K  
87: EX-10.3     Material Contract                                   HTML    227K 
114: EX-10.30    Agreement Regarding Termination - Christine Baird   HTML    105K  
115: EX-10.31    Agreement Regarding Termination - Neil Calvert      HTML    178K  
116: EX-10.32    Agreement Regarding Termination - Rick Davis        HTML     62K  
117: EX-10.33    Consulting Agreement - Rick Davis                   HTML     62K  
118: EX-10.34    Compromise Agreement - Tilmann Gabriel              HTML    117K  
119: EX-10.35    Offer Letter - Michael Summers                      HTML     58K  
88: EX-10.4     Sale Purchase Agreement                             HTML    258K 
89: EX-10.5     Framework Agreement                                 HTML    745K 
90: EX-10.6     2011 Management Equity Plan of 6922767 Holding      HTML    135K 
                (Cayman) Inc.                                                    
91: EX-10.7     Form of 2011 Option Agreement of 6922767 Holding    HTML     70K 
                (Cayman) Inc.                                                    
92: EX-10.8     Form of 2011 Restricted Share Unit Grant Agreement  HTML     59K 
93: EX-10.9     Form of 2011 Subscription Agreement of 6922767      HTML     73K 
                Holding (Cayman) Inc.                                            
121: EX-21.1     Schedule of Subsidiaries of 6922767 Holdings S.A    HTML     72K  
                R.L.                                                             
122: EX-23.13    Consent of Ernst & Young LLP                        HTML     43K  
123: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML    113K  
124: EX-99.1     Form of Letter of Transmittal                       HTML    156K  
125: EX-99.2     Form of Letter to Brokers, Dealers, Commercial      HTML     51K  
                Banks, Trust Companies and Others                                
126: EX-99.3     Form of Letter to Clients                           HTML     57K  
127: EX-99.4     Form of Notice of Guaranteed Delivery               HTML     64K  
120: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     70K  


‘EX-10.7’   —   Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.  

Exhibit 10.7

FORM OF OPTION AGREEMENT

THIS AGREEMENT (the “Agreement”), is made effective as of the      day of                 ,          at [Time], (hereinafter called the “Effective Date”) between 6922767 Holding (Cayman) Inc. (hereinafter called the “Company”), and [Full Name] (hereinafter called the “Participant”)

RECITALS:

WHEREAS, the Company has adopted the 6922767 Holding (Cayman) Inc. 2011 Management Equity Plan (the “Plan”); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the option(s) provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

 

1. Plan Incorporated by Reference. The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

 

2. Grant of Options. The Committee hereby grants to the Participant [Time and Performance Options] Time and Performance Options and [Performance Options] Performance Options (each such Time and Performance Option or Performance Option an “Option”), each such Option providing the Participant the right and option to purchase, initially, on the terms and conditions hereinafter set forth, one (1) Ordinary B Share. The number of Ordinary B Shares issuable under each Option granted hereunder is subject to adjustment as provided in the Plan.

 

3. Exercise Price. The purchase price for the issue of the Ordinary B Share issuable under each Option shall be U.S.$         (which represents the fair value of an Ordinary B Share on the date of grant and is no less than the par value per Ordinary B Share), subject to the conditions as set forth in Section 6 of the Plan, and subject to adjustment as set forth in Section 10 of the Plan.

 

4. Vesting. Provided the Participant has not Terminated employment with the Company or an Affiliate of the Company prior to such vesting date, the Options granted pursuant to this Agreement shall vest as follows:

 

  (a) Time and Performance Options. Time and Performance Options shall, vest as set out below upon the satisfaction of time-based vesting criteria, but shall be exercisable only in the event of an Exit Event or Final Exit Event, as the case may be, which results in an Exit Value equal to or in excess of the Equity Investment, as at the time of the applicable Exit Event or Final Exit Event. Specifically, Time and Performance Options will vest as follows:

 

  (i)

one quarter ( 1/4) of the Time and Performance Options will vest on the date of the first (1st) anniversary of the Effective Date;


  (ii)

one quarter ( 1/4) of the Time and Performance Options will vest on the date of the second (2nd) anniversary of the Effective Date;

 

  (iii)

one quarter ( 1/4) of the Time and Performance Options will vest on the date of the third (3rd) anniversary of the Effective Date; and

 

  (iv)

one quarter ( 1/4) of the Time and Performance Options will vest on the date of the fourth (4th) anniversary of the Effective Date.

Notwithstanding the foregoing, all unvested Time and Performance Options shall also vest immediately in the event of the Funds and the Investors receiving aggregate distributions from the Company in an amount equal to the Equity Investment, or immediately prior to a Change in Control. For greater certainty, however, no vested Time and Performance Option may be exercised unless such exercise is predated by or occurs in conjunction with an Exit Event or Final Exit Event, as the case may be, which results in an Exit Value equal to or in excess of the Equity Investment, as at the time of the applicable Exit Event or Final Exit Event.

 

  (b) Performance Options. Performance Options shall vest and be capable of exercise as set out below upon the satisfaction of performance criteria:

 

  (i)

one third ( 1/3) of the Performance Options shall vest upon the occurrence of an Exit Event or Final Exit Event which results in an Exit Value equal to or in excess of the Equity Investment, as at the time of the applicable Exit Event or Final Exit Event;

 

  (ii)

one third ( 1/3) of the Performance Options shall vest upon the occurrence of an Exit Event or Final Exit Event which results in an Exit Value equal to or in excess of 2.0 times the Adjusted Equity Investment, as at the time of the applicable Exit Event or Final Exit Event; and

 

  (iii)

one third ( 1/3) of the Performance Options shall vest upon the occurrence of an Exit Event or Final Exit Event which results in an Exit Value equal to or in excess of 2.5 times the Adjusted Equity Investment, as at the time of the applicable Exit Event or Final Exit Event.

For greater certainty, each tranche of Performance Options described in paragraphs (i) to (iii) of this Section 4(b) may vest concurrently with or independent of the other tranches, depending on the Exit Value on the relevant Exit Event or Final Exit Event; however, a tranche of Performance Options described in paragraphs (i) to (iii) of this Section 4(b) may only vest a single time. For example, upon an Exit Event which results in the vesting of Performance Options pursuant to paragraph (i) of this Section 4(b), any subsequent Exit Events or Final Exit Event shall result in additional vesting of Performance Options only if the Exit Value thresholds identified in paragraphs (ii) and/or (iii) of this Section 4(b) are achieved.

 

- 2 -


5. Termination of Employment. Where the Participant is Terminated, each Option shall be exercisable or cancelled, as applicable, in accordance with this Section 5:

 

  (a) If the Participant is Terminated for any reason, each Option, to the extent unvested, shall be cancelled as of such Date of Termination.

 

  (b) If the Participant (1) is Terminated for Cause or (2) is Terminated Without Cause or Terminates due to Retirement prior to a Change in Control (where, in the case of clause (2), the Participant is employed by, contracts or consults with a Competitor of the Company, or any of its Affiliates at any time during the one (1) year period following the Date of Termination), each Option, to the extent vested, shall be cancelled effective as of the Date of Termination.

 

  (c) If the Participant Terminates due to Disability or because of death, the Participant (or, in the case of the death of the Participant, the Participant’s legal representative or estate) will have the right to surrender to the Company each Option, to the extent vested as of such Date of Termination, for a cash amount equal to the excess, if any, of the Fair Market Value of an Ordinary B Share as of such date less the Exercise Price for the Option.

 

6. Exercise of Option.

 

  (a) Exercise Period. Subject to the provisions of the Plan and Section 5 of this Agreement, each Option granted hereunder shall, to the extent vested, be exercisable, from time to time, within the period commencing on the date the Option becomes vested and ending on the earlier of:

 

  (i) the occurrence of the Final Exit Event; and

 

  (ii) the tenth anniversary of the Effective Date (“Expiry Date”).

For greater certainty, should an Option become exercisable upon the occurrence of the Final Exit Event, the Participant shall be given the opportunity to exercise the Option in conjunction with the Final Exit Event.

 

  (b) Exercise of Vested Option.

 

  (i)

Except as otherwise provided in the Plan, each Option may be exercised for one (1) Ordinary B Share. The Participant may exercise an Option by delivering to the Committee a written notice specifying and subscribing for the number of Ordinary B Shares the Participant wishes to purchase pursuant to such Options, accompanied by a certified cheque or bank draft payable to the Company in the amount of the aggregate of (i) the aggregate Exercise Price for such number of Ordinary B Shares and (ii) an amount as security for any tax withholding or remittance obligations of the Participant, the Company or an Affiliate arising under applicable law, and where the Participant has not already done so, the Participant has executed such documentation (as specified by the Committee) agreeing to be bound by the Management Shareholders’ Agreement.

 

- 3 -


  delivering to the Committee a written notice accompanied by a certified cheque or bank draft payable to the Company in the amount of the Exercise Price for such Ordinary B Share, and where the Participant has not already done so, the Participant has executed such documentation (as specified by the Committee) agreeing to be bound by the Management Shareholders’ Agreement. For purposes of this Section 6(b), the exercise date of each Option shall be the later of the date a notice of exercise is received by the Committee and, if applicable, the date payment is received by the Committee pursuant to the foregoing. Ordinary B Shares issued pursuant to the exercise of the Options will be subject to the terms of the Articles.

 

7. Withholding. The Company or any Affiliate may withhold from any amount payable to the Participant otherwise than under the Plan (excepting payments pursuant to Section 8(a)(iii) thereof), such amount as may be necessary so as to ensure that the Company or its Affiliate, as applicable, will be able to comply with the applicable provisions of any federal, provincial, state or other law relating to the withholding of tax or other required deductions. The Company or any Affiliate, as applicable, shall also have the right in its discretion to satisfy any such liability for withholding by selling as agent for the Participant or requiring the Participant to sell Ordinary B Shares which would otherwise be delivered to the Participant hereunder. The Company or any Affiliate may require the Participant, as a condition to the exercise of an Option, to pay or reimburse, or to indemnify the Company and/or any Affiliate for any such withholding relating to the exercise of an Option.

 

8. Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of the Committee and to the Participant at the address appearing in the personnel records of the Company or its Affiliates for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

 

9. Governing Law. This Agreement, the Plan and any other agreements or other documents relating to the Plan shall be interpreted and construed in accordance with the laws of the State of New York, United States of America.

 

10.

Option Subject to Plan, Management Shareholders’ Agreement and Articles. By entering into this Agreement the Participant acknowledges that the Participant has received and read a copy of the Plan, the Articles and the Management Shareholders’ Agreement and the Participant agrees to be bound by the terms of this Agreement, the Articles, the Management Shareholders’ Agreement and the Plan including, without limitation, the covenants contained in Section 15, if applicable, of the Plan relating to confidential information, non-solicitation and non-competition. The Participant further acknowledges that the Participant may have executed a written contract of employment with the Company or an Affiliate thereof that contains provisions regarding confidential information, non-solicitation and non-competition. Where the Participant has entered into such an employment agreement, the Participant acknowledges and agrees that such contract of employment was entered into for good and valuable consideration and that the provisions of that contract of employment relating to confidential information, non-solicitation and non-competition govern and prevail. Each Option is subject to the Plan, the Articles and the Management Shareholders’ Agreement. The terms and provisions of

 

- 4 -


  the Plan and the Management Shareholders’ Agreement as each may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Management Shareholders’ Agreement, the applicable terms and provisions of the Plan or the Management Shareholders’ Agreement will govern and prevail. In the event of a conflict between any term or provision of the Plan and any term or provision of the Management Shareholders’ Agreement, the applicable terms and provisions of the Management Shareholders’ Agreement will govern and prevail.

 

11. Non-Assignment and Transferability. Unless otherwise determined by the Committee in writing or otherwise provided in the Management Shareholders’ Agreement, or in any securities pledge agreement in a form approved by the Company or an Affiliate of the Company, and otherwise than by will or by the laws of descent and distribution, neither an Option nor any other rights or interests of the Participant under the Plan shall be given as security or assigned or alienated by any Person nor shall an Option or the Ordinary B Share that may be issued pursuant to the Plan be subject to attachment, charge, anticipation, execution, garnishment, sequestration or other seizure under any legal or other process.

 

12. Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Participant hereunder without the consent of the Participant; provided, however, that the Committee may amend this Agreement in such manner as it deems necessary to meet the requirements of applicable laws.

 

13. Personal Information. The Participant consents to the holding and processing of personal data provided by the Participant to the Company or an Affiliate or to any third party service provider for all purposes relating to the operation of the Plan, including (i) administering and maintaining records of the Participant; (ii) providing information to the Company (or any Affiliate), their agents and any third party administrators of the Plan; (iii) providing information to future purchasers of the Company, any Affiliate or the business in which the Participant works; and (iv) transferring information about the Participant to a country or territory outside his or her home country that may not provide the same statutory protection for the information as the Participant’s home country.

 

14. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

- 5 -


15. Severability. If any provision of this Agreement or part hereof is determined to be void or unenforceable all or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

 

6922767 HOLDING (CAYMAN) INC.
By:  

 

 

The Participant hereby acknowledges and accepts the terms governing the grant of Options as set out above and confirms and acknowledges that he or she has received, read and understood the terms of the Plan. The Participant also confirms and acknowledges that he or she has not been induced to enter into this Agreement through duress or by expectation of employment or continued employment with the Company of any Affiliate.

 

[Full Name]

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed on:1/18/12None on these Dates
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2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/11/12  SEC                               UPLOAD9/19/17    1:79K  North Denes Aerodrome Ltd.
 2/14/12  SEC                               UPLOAD9/19/17    1:98K  North Denes Aerodrome Ltd.
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