EX-10.23 24 d294425dex1023.htm EX-10.23 EX-10.23

Exhibit 10.23

STANDARD FORM

SHARE OPTION

Granted by

SES Holdings Pte. Ltd.

Under the 2021 Share Incentive Plan

This Option is and shall be subject in every respect to the provisions of the Company’s (as defined in the Plan) 2021 Share Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The holder of this Option (the “Holder”) hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Holder and his or her heirs and legal representatives.

 

1.

Name of Holder: [    ]

 

2.

Date of Grant: [    ]

 

3.

Maximum number of shares for

which this Option is exercisable: [    ]

 

4.

Exercise (purchase) price per share: $[    ]

 

5.

Method of Exercise: This Option may be exercised by the delivery of written notice to the Company setting forth the number of shares with respect to which the Option is to be exercised, together with payment by one of the following methods:

cash or a personal, certified or bank check or postal money order payable to the order of the Company for an amount equal to the exercise price of the shares being purchased; or

with the consent of the Company, any of the other methods set forth in the Plan.

As an additional condition to exercise of this Option, the Holder shall deliver to the Company an investment letter in form and substance satisfactory to the Company and its counsel. No such investment letter shall be required as a condition to such exercise at any time when there shall be an effective registration statement under the Securities Act of 1933, as amended (the “US Securities Act”) covering the shares for which this Option may be exercised.

6.

Expiration Date of Option:

 

7.

Vesting Schedule: This Option shall become exercisable for 25% of the maximum number of shares granted on the first anniversary of the Date of Grant, and shall become exercisable for an additional 2.0833% of the maximum number of shares granted on the last day of each one month period thereafter; so that the Option shall be fully vested on the fourth anniversary of the Date of Grant. All vesting shall cease upon the date of termination of employment or provision of services.

 

8.

Termination. This Option shall terminate on the earliest to occur of:

 

  (i)

the date of expiration thereof;

 

  (ii)

thirty (30) days after termination of the Holder’s employment with or services to the Company by the Company for Cause (as defined in the Plan);

 

  (iii)

ninety (90) days after the date of voluntary termination of employment or services by the Holder (other than for death or permanent and total disability as defined in the Plan);

 

  (iv)

ninety (90) days after the date of termination of the Holder’s employment with or services to the Company by the Company without Cause (other than for death or permanent and total disability as defined in the Plan); or

 

  (v)

one hundred and eighty (180) days after the “permanent and total disability”(as defined at Section 10 of the Plan) or death of the Holder.

 

9.

Company’s Right of First Refusal. Prior to the effective date of a registration statement under the US Securities Act, any shares issued pursuant to exercise of this Option shall be subject to the Company’s right of first refusal as set forth at Appendix A.

 

10.

Lock-Up Agreement. The Holder agrees that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the US Securities Act, for a period of time (not to exceed one hundred and eighty (180) days, plus such additional number of days (not to exceed thirty five (35)) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment or successor thereto) from the effective date of the registration statement under the US Securities Act for such offering, the Holder will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares issued pursuant to the exercise of this Option, without the prior written consent of the Company and such underwriters.

 

11.

Tax Withholding. The Company’s obligation to deliver shares shall be subject to the Holder’s satisfaction of any federal, state and local income and employment tax withholding requirements.

 

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12.

Requirements of Law. The Company shall not be required to sell or issue any shares under any Option or Restricted Share Award if the issuance of such shares shall constitute a violation by the optionee, the Restricted Share Award recipient, or by the Company of any provision of any law or regulation of any governmental authority.

 

13.

Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered to the office of the Company, SES Holdings Pte. Ltd., 1 Robinson Road, #18-00 AIA Tower, Singapore 048542, attention of the CEO of SES Holdings Pte. Ltd., or such other address as the Company may hereafter designate.

Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address.

IN WITNESS WHEREOF, the parties have executed this Option, or caused this Option to be executed, as of the Date of Grant.

 

SES Holdings Pte. Ltd.
By:  

 

The undersigned Holder hereby acknowledges receipt of a copy of the Plan and this Option (including Appendix A hereto), and agrees to the terms of this Option and the Plan.

 

 

Holder

 

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APPENDIX A

Right of First Refusal

1. General. Prior to the effective date of a registration statement under the Securities Act of 1933, as amended (the “US Securities Act”), covering any shares of the Company (“Shares”) and until such time as the Company shall have effected a public offering of its Shares registered under the US Securities Act, in the event that, at any time when the Holder (which term for purposes of this section shall mean the Holder and his or her executors, administrators and any other person to whom this Option may be transferred by will or the laws of descent and distribution) is permitted to do so, the Holder desires to sell, assign or otherwise transfer any of the shares issued upon the exercise of this Option, the Holder shall first offer such shares to the Company by giving written notice of the Holder’s desire so to sell, assign or transfer such shares.

2. Notice of Intended Transfer. The notice shall state the number of shares offered, the name of the person or persons to whom it is proposed to sell, assign or transfer such shares and the price at which such shares are intended to be sold, assigned or transferred. Such notice shall constitute an offer to the Company for the Company to purchase the number of shares set forth in the notice at a price per share equal to the price stated therein.

3. Company to Accept or Decline Within Thirty (30) Days. The Company may accept the offer as to all, but not less than all, such shares by notifying the Holder in writing within thirty (30) days after receipt of such notice of its acceptance of the offer. If the offer is accepted, the Company shall have sixty (60) days after such acceptance within which to purchase the offered shares at a price per share as aforesaid. If within the applicable time periods the Holder does not receive notice of the Company’s intention to purchase the offered shares, or if payment in full of the purchase price is not made by the Company, the offer shall be deemed to have been rejected and the Holder may transfer title to such shares within ninety (90) days from the date of the Holder’s written notice to the Company of the Holder’s intention to sell, but such transfer shall be made only to the proposed transferee and at the proposed price as stated in such notice and after compliance with any other provisions of this Option applicable to the transfer of such shares.

4. Transferred Shares to Remain Subject to Right of First Refusal. Shares that are so transferred to such transferee shall remain subject to the rights of the Company set forth in this Appendix A. As a condition to such transfer, such transferee shall execute and deliver all such documents as the Company may require to evidence the binding agreement of such transferee so to remain subject to the rights of the Company.

5. Remedies of Company. No sale, assignment, pledge or other transfer of any of the shares covered by this Option shall be effective or given effect on the books of the Company unless all of the applicable provisions of this Appendix A have been duly complied with, and the Company may inscribe on the face of any certificate representing any of such shares a legend referring to the provisions of this Appendix A. If any transfer of shares is made or attempted in violation of the foregoing restrictions, or if shares are not offered to the Company

 

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as required hereby, the Company shall have the right to purchase such shares from the owner thereof or his transferee at any time before or after the transfer, as herein provided. In addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by actions for specific performance (to the extent permitted by law) and may refuse to recognize any transferee as one of its shareholders for any purpose, including, without limitation, for purposes of dividend and voting rights, until all applicable provisions hereof have been complied with.

6. Shares Subject to Right of First Refusal. For purposes of the Right of First Refusal pursuant to this Appendix A, the term “shares” shall mean any and all new, substituted or additional securities or other property issued to the Holder, by reason of his or her ownership of Shares pursuant to the exercise of this Option, in connection with any share dividend, liquidating dividend, share split or other change in the character or amount of any of the outstanding securities of the Company, or any consolidation, merger or sale of all or substantially all of the assets of the Company.

7. Legends on Share Certificates. Any certificate representing shares subject to the provisions of this Appendix A may have endorsed thereon one or more legends, substantially as follows:

 

  (i)

“Any disposition of any interest in the securities represented by this certificate is subject to restrictions, and the securities represented by this certificate are subject to certain options, contained in a certain agreement between the record holder hereof and the Company, a copy of which will be mailed to any holder of this certificate without charge upon receipt by the Company of a written request therefor.”

 

  (ii)

“The shares represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be pledged, hypothecated, sold or otherwise transferred unless such shares have been registered under the said Act or unless the Company has received an opinion of counsel satisfactory to the Company, in form and substance satisfactory to the Company, that such registration is not required.”

8. Right of First Refusal to Lapse Upon Registration. The restrictions imposed by this Appendix A shall terminate in all respects upon the effective date of a registration statement under the US Securities Act covering any of the Company’s Shares.

 

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