EX-10.83 3 a05-12314_2ex10d83.htm EX-10.83

Exhibit 10.83

 

Andrew Phillipps

c/o Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

 

The Directors

Active Hotels Limited

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

 

Dear Sirs

 

Active Hotels Limited - Subscription for Shares

 

I, the undersigned, hereby irrevocably apply for the allotment and issue to me of 88,634 B Ordinary Shares of 0.1 pence each in the capital of Active Hotels Limited (the “Company”) (the “Purchased Securities”) credited as fully paid at a premium of 1,692.35 pence per share and for that purpose I undertake to forward payment of 1,499,998.31.

 

I acknowledge that this application is made on the basis that I will hold any Purchased Securities allotted to me subject to the provisions of the memorandum and Articles of Association of the Company.  If this application is accepted, I request that my name and address as detailed below be entered in the register of members of the Company as the holder of the Purchased Securities.

 

Yours faithfully

 

 

/s/ Andrew Phillipps

 

Andrew Phillipps

 

c/o Active Hotels

Compass House

80 Newmarket Road

Cambridge

CB5 8DZ

 

Dated: 21 September 2004

 

1



 

Exhibit 10.83

 

Joint Election - Purchased Securities

 

Joint Election under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 for full disapplication of Chapter 2, Part 7 of the Income Tax (Earnings and Pensions) Act 2003

 

1.              Between

 

The Employee

 

Andrew Phillipps

 

 

 

whose National Insurance Number is

 

NR 320975C

 

 

 

and

 

 

 

 

 

the Company (who is the Employee’s employer)

 

Active Hotels Limited

 

 

 

of Company Registration Number

 

3512889

 

2.              Purpose of Election

 

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

 

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply.  Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

 

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election.  Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

 

3.              Application

 

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

 

Number of securities

 

88,634

 

 

 

Description of securities

 

B Ordinary Shares of .01 p each

 

 

 

Name of issuer of securities

 

Active Hotels Limited

 

Acquired by the Employee on 21 September 2004.

 

2



 

Exhibit 10.83

 

4.              Extent of Application

 

This election under section 431(1) ITEPA disapplies all restrictions attaching to the securities.

 

5.              Declaration

 

This election will become irrevocable upon the later of its signing or the acquisition and each subsequent acquisition of employment-related securities to which this election applies.

 

In signing this joint election, we agree to be bound by its terms as stated above.

 

 

/s/ Andrew Phillipps

 

21/9/2004

 

Signature

(Employee)

Date

 

 

 

 

 

 

/s/ Matthew Witt

 

21/9/2004

 

Signature (for and on behalf of the Company)

Date

 

 

 

 

 

 

 

Operations Director

 

 

 

Position in company

 

 

 

Note:                   Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.

 

3