ESR Group Limited Annual Report 2022 Directors’ Report 93 (d) If a participant’s employment with our Company or any member of our Group is terminated by way of: (a) his voluntary resignation within three months from the date of grant; (b) fundamental breach of his employment agreement or a material breach of his non-disclosure undertaking; or (c) his serious misconduct, the option will lapse and cease to be exercisable immediately. If a participant ceases to be employed by our Company by reason of redundancy or dismissal other than by summary dismissal, the option may be exercised to the extent that it is vested within three months from the date of cessation of employment. (“Effect of Dismissal or Ceasing Employment”) (e) the date on which a participant ceases to be an Eligible Person in any circumstances other than those referred to in “Rights on Death, Retirement, Injury, Disability” and “Effect of Dismissal or Ceasing Employment” above; (f) If a notice is given by our Company to its shareholders to convene a general meeting for the purposes of considering or approving a resolution to voluntarily wind-up our Company, to the extent that an option is vested, it may be exercised at any time to the extent that it is vested, before the relevant resolution has been passed or defeated or the meeting adjourned indefinitely, conditionally on the resolution being passed. If our Company is wound up by the court, to the extent that an option is vested and permissible by law, it may be exercised within one month of the winding-up order and will then lapse. This sub-clause does not apply if the winding-up is for the purpose of a reconstruction or amalgamation. (“Rights on Winding-up”) (g) subject to the paragraph headed “Rights on Winding-Up” above, the passing of an effective resolution for the voluntary winding-up of the Company (except where the winding-up is for the purpose of a reconstruction or amalgamation); (h) subject to the paragraph headed “Rights on Winding-Up” above, the expiry of one month following the making of an order by the court for the winding-up of the Company (except where the winding-up is for the purpose of a reconstruction or amalgamation); (i) the participant being declared bankrupt; (j) the participant transferring, assigning, charging or otherwise disposing of the options unless in breach of the terms of the KM ESOP; (k) as soon as any condition of exercise imposed can no longer in the opinion of the Board be met; or (l) the participant, who is a Shareholder: (A) being deemed unable or admits inability to pay its debts as they fall due; or (B) there has been a material breach of the provisions of the Articles of Association by the participant which is not capable of remedy, or which is capable of remedy but is not remedied within 30 days after the occurrence of such material breach. (vii) Minimum period for which an option must be held before it can be exercised Subject to other conditions of the KM ESOP being satisfied, the options which have been granted shall be vested in accordance with the period as may be determined by our Board and set out in the vesting schedule in the KM ESOP. STRATEGIC REPORT FINANCIAL STATEMENT CORPORATE GOVERNANCE
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