UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE
ACT OF 1934
For
the month of September 2024
Commission File Number: 001-38208
Metalpha Technology
Holding Limited
Suite 6703-04, Central
Plaza
18 Harbour Road, Wan
Chai
Hong Kong, China
(Address of Principal
Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Adoption of 2024 Share Incentive Plan
To promote the success and enhance the value of
Metalpha Technology Holding Limited (the “Company”), on September 24, 2024, the Company’s board of directors (the “Board”)
approved the 2024 Share Incentive Plan (the “2024 Plan”), which will become effective on October 12, 2024.
The maximum aggregate number of shares of the
Company which may be issued pursuant to all awards under the 2024 Plan (the “Share Limit”) shall initially be 2,000,000 ordinary
shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). On the first day of each of the subsequent
fiscal years during the term of the 2024 Plan (each, an “Evergreen Date”), the Share Limit shall automatically increase by
an amount determined by the Board that is equal to no more than three percent (3%) of the total number of Ordinary Shares outstanding
on the last day of the immediately preceding fiscal year; provided, however, if the Board does not determine such amount of increase
by an Evergreen Date, the Share Limit shall automatically increase by three percent (3%) of the total number of Ordinary Shares outstanding
on the last day of the immediately preceding fiscal year.
The above description of the material terms of
the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the respective document
the 2024 Plan, which is furnished as Exhibit 4.1 to this current report on Form 6-K and incorporated by reference herein.
Exhibit
Index
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Metalpha Technology Holding Limited |
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By: |
/s/ Ming Ni |
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Name: |
Ming Ni |
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Title: |
Chief Operating Officer and Director |
Date: September 26, 2024
Exhibit 4.1
METALPHA TECHNOLOGY HOLDING LIMITED
2024 SHARE INCENTIVE PLAN
ARTICLE 1
PURPOSE
The purpose of
this 2024 SHARE INCENTIVE PLAN is to promote the success and enhance the value of Metalpha Technology Holding Limited, a
Cayman Islands exempted company (the “Company”), by linking the personal interests of the Directors, Employees, Consultants,
and other Persons to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance
to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of the above individuals upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent.
ARTICLE 2
DEFINITIONS AND CONSTRUCTION
Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular
pronoun shall include the plural where the context so indicates.
2.1 “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system,
of any jurisdiction applicable to Awards granted to residents therein.
2.2 “Award”
means an Option, Restricted Share or Restricted Share Unit award(s) granted to a Participant pursuant to the Plan, and an Award may consist
of one such security or benefit, or two or more of them in any combination or alternative.
2.3 “Award
Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic
medium.
2.1 “Board”
means the board of directors of the Company.
2.2 “Cause”
with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract
with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has
on the Participant’s Awards) each of the following and the determination of the existence of Cause shall be determined by the Committee:
(a) the
Participant has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned
duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;
(b) the
Participant has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other confidential information;
(c) the
Participant has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation, or policy of the
Service Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses);
(d) the
Participant has materially breached any of the provisions of any agreement with the Service Recipient;
(e) the
Participant has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business,
or assets of, the Service Recipient; or
(f) the
Participant has improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal
for whom the Service Recipient acts as agent to terminate such agency relationship.
A termination for Cause shall
be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient
first delivers written notice to the Participant of a finding of termination for Cause.
2.3 “Code”
means the Internal Revenue Code of 1986 of the United States, as amended.
2.4 “Committee”
means a committee of the Board described in Article 10.
2.5 “Consultant”
means any Person who renders services directly or indirectly to a Service Recipient and recognized by the Committee; provided that such
services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s securities.
2.6 “Corporate
Transaction”, unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however, that
the Committee may determine, under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding
and conclusive:
(a) an
amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following which
the holders of the voting securities of the Company do not continue to hold more than fifty percent (50%) of the combined voting power
of the voting securities of the surviving entity;
(b) the
sale, transfer or other disposition of all or substantially all of the assets
of the Company;
(c) the
complete liquidation or dissolution of the Company;
(d) any
reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed
by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately
prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash
or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a Person or Persons different from those who held or beneficially owned such securities immediately
prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related
transactions that the Committee determines shall not be a Corporate Transaction; or
(e) acquisition
in a single or series of related transactions by any Person or related group of Persons (other than the Company, or a person that directly
or indirectly controls, is controlled by or is under common control with the Company, or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%)
of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related
transactions that the Committee determines shall not be a Corporate Transaction.
2.7 “Director”
means a member of the Board or a member of the board of directors of any Parent, Subsidiary or Related Entity of the Company.
2.8 “Disability”,
unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under the
Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides
services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service
does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities
and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period
of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Committee in its discretion.
2.9 “Effective
Date” shall have the meaning set forth in Section 11.1.
2.10 “Employee”
means any person, including an officer of the Company or any Parent, Subsidiary or Related Entity of the Company, who is in the employment
of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner
and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment”
by the Service Recipient.
2.11 “Exchange
Act” means the Securities Exchange Act of 1934 of the United States, as amended.
2.12 “Fair
Market Value” means, as of any date, the value of Shares determined as follows:
(a) If
the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The New York
Stock Exchange and The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid,
if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee)
on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading
date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee
deems reliable;
(b) If
the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer,
its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date
of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and
low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such
prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
(c) In
the absence of an established market for the Shares of the type described in (a) and (b) above, the Fair Market Value thereof shall be
determined by the Committee in good faith and in its discretion by reference to one or more of the following and such Fair Market Value
shall be binding on all participants: (i) the placing price of the latest private placement of the Shares and the development of the Company’s
business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions
involving the Shares and the development of the Company’s business operation and the general economic and market conditions since
such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines,
to be indicative of Fair Market Value and relevant.
2.13 “Incentive
Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision
thereto.
2.14 “Independent
Director” means (i) before the Shares or other securities representing the Shares are listed on a stock exchange, a member of
the Board who is a Non-Employee Director; and (ii) after the Shares or other securities representing the Shares are listed on a stock
exchange, a member of the Board who meets the independence standards under the applicable corporate governance rules of the stock exchange.
2.15 “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3)
of the Exchange Act, or any successor definition adopted by the Board.
2.16 “Non-Qualified
Share Option” means an Option that is not intended to be an Incentive Share Option.
2.17 “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified
price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.
2.18 “Participant”
means a Person who has been granted an Award as determined by the Committee pursuant to the Plan, including but not limited to a Director,
Employee, and Consultant, etc.
2.19 “Parent”
means a parent corporation under Section 424(e) of the Code.
2.20 “Person”
means any individual, general partnership, limited partnership, limited liability partnership, limited liability company, corporation,
joint venture, trust, business trust, cooperative or association and the heirs, executors, administrators, legal representatives, successors
and assigns of such Person where the context so permits.
2.21 “Plan”
means this 2024 Share Incentive Plan, as it may be amended from time to time.
2.22 “Related
Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent
or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, but which is not a Subsidiary and which the
Committee designates as a Related Entity for purposes of the Plan.
2.23 “Restricted
Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions on transfer,
rights of first refusal, repurchase provisions, forfeiture provisions and other terms and conditions established by the Committee and
may be subject to risk of forfeiture.
2.24 “Restricted
Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.
2.25 “Securities
Act” means the Securities Act of 1933 of the United States, as amended.
2.26 “Service
Recipient” means the Company, any Parent, Subsidiary or Related Entity of the Company, to which a Participant provides services
as an Employee, a Consultant or a Director.
2.27 “Share”
means ordinary shares, par value US$0.0001 per share, of the Company, and such other securities of the Company that may be substituted
for Shares pursuant to Article 9.
2.28 “Subsidiary”
means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly
or indirectly by the Company.
2.29 “Trading
Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with
and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.
ARTICLE 3
SHARES SUBJECT TO THE PLAN
3.1 Number
of Shares.
(a) Subject
to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to
all Awards (including Incentive Share Options) shall initially be 2,000,000 Shares (the “Share Limit”). Subject to
the authorized share capital as provided in the memorandum of association and articles of association of the Company then in effect, on
the first day of each of the subsequent fiscal years during the term of this Plan (each, an “Evergreen Date”), the
Share Limit shall automatically increase by an amount determined by the Board that is equal to no more than three percent (3%) of the
total number of Shares outstanding on the last day of the immediately preceding fiscal year; provided, however, if the Board does
not determine such amount of increase by an Evergreen Date, the Share Limit shall automatically increase by three percent (3%) of the
total number of Shares outstanding on the last day of the immediately preceding fiscal year.
(b) To
the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the
grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution
for, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company
shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company
in payment of the exercise price thereof or tax withholding thereon (including Shares which have been issued upon the exercise of any
Award under the Plan and then surrendered by the Participant or repurchased by the Company in the consideration of the exercise price
thereof or withholding tax thereon), may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a).
If any Awards are forfeited by the Participant or repurchased by the Company, the Shares underlying such Awards may again be optioned,
granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b),
no Shares may again be optioned, granted, or awarded if such action would cause an Incentive Share Option to fail to qualify as an Incentive
Share Option under Section 422 of the Code.
3.2 Shares
Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury
shares (subject to Applicable Laws) or Shares purchased on the open market.
ARTICLE 4
ELIGIBILITY AND PARTICIPATION
4.1 Eligibility.
Persons eligible to participate in this Plan include Persons recognized by the Committee, e.g., Directors, Employees and Consultants,
as determined by the Committee.
4.2 Participation.
Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom
Awards shall be granted and determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant
to this Plan, unless otherwise determined by the Committee in accordance with the Plan.
4.3 Jurisdictions.
In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such
special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in
the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments,
restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting
the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements,
or alternative versions shall increase the Share Limit contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the
Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.
ARTICLE 5
OPTIONS
5.1 General.
The Committee is authorized to grant Options to Participants on the following terms and conditions:
(a) Exercise
Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreement
which may be a fixed or variable price related to the Fair Market Value of the Shares and no less than the par value of such Shares. The
exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the determination
of which shall be final, binding, and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange
rule, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence may be effective without the approval
of the Company’s shareholders or the approval of the affected Participants.
(b) Time
and Conditions of Exercise. The Committee may determine the time or times at which an Option may be exercised in whole or in part,
including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except
as provided in Section 12.1. The Committee may also determine any conditions, if any, that must be satisfied before all or part
of an Option may be exercised.
(c) Payment.
The Committee may determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without
limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Hong
Kong Dollars, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period
of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value
on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the
delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction
of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale,
(vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the
foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of
an Option in any method which would violate Section 13(k) of the Exchange Act.
(d) Evidence
of Grant. All Options shall be evidenced by an Award Agreement sent from the Committee on behalf of the Company to the Participant.
The Award Agreement shall include such additional provisions as may be specified by the Committee.
(e) Effects
of Termination of Employment or Service on Options. Termination of employment or service shall have the following effects on Options
granted to the Participants:
(i) Dismissal
for Cause. Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service Recipient
is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not
the Option is then vested and/or exercisable;
(ii) Death
or Disability. Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service
Recipient terminates as a result of the Participant’s death or Disability:
(1) the
Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively),
will have the right to exercise the Participant’s Options (or portion thereof) until the tenth anniversary of the grant date to
the extent that such Options were vested and exercisable on the date of the Participant’s termination of employment on account of
death or Disability;
(2) the
Options, to the extent not vested and exercisable on the date of the Participant’s termination of employment or service, shall immediately
terminate for nil consideration upon the Participant’s termination of employment or service on account of death or Disability; and
(3) the
Options, to the extent exercisable on the date of the Participant’s termination of employment on account of death or Disability
and not exercised prior to the tenth anniversary of the grant date, shall terminate at the close of business on the tenth anniversary
of the grant date.
(iii) Other
Terminations of Employment or Service. Unless otherwise provided in the Award Agreement, if a Participant’s employment by or
service to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or because of the
Participant’s death or Disability:
(1) the
Participant will have the right to exercise his or her Options (or portion thereof) until the tenth anniversary of the grant date to the
extent that such Options were vested and exercisable on the date of the Participant’s termination of employment or service;
(2) the
Options, to the extent not vested and exercisable on the date of the Participant’s termination of employment or service, shall terminate
upon the Participant’s termination of employment or service; and
(3) the
Options, to the extent exercisable on the date of the Participant’s termination of employment or service and not exercised prior
to the tenth anniversary of the grant date, shall terminate at the close of business on the tenth anniversary of the grant date.
5.2 Incentive
Share Options. Incentive Share Options may be granted to Employees of the Company (if any), a Parent or Subsidiary of the Company.
Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any
Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following
additional provisions of this Section 5.2:
(a) Individual
Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to
which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation
as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable
by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.
(b) Exercise
Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, the
exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten
percent (10%) of the total combined voting power of all classes of shares of the Company may not be less than one hundred ten percent
(110%) of Fair Market Value on the date of grant and such Option may not be exercisable for more than five (5) years from the date of
grant.
(c) Transfer
Restriction. The Participant shall give the Committee prompt notice of any disposition of Shares acquired by exercise of an Incentive
Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares
to the Participant.
(d) Expiration
of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of
the Effective Date.
(e) Right
to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.
ARTICLE 6
RESTRICTED SHARES
6.1 Grant
of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee,
in its sole discretion, shall determine. The Committee, in its sole discretion, may determine the number of Restricted Shares to be granted
to each Participant.
6.2 Restricted
Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period of
restriction, the number of Restricted Shares granted, the vesting schedule and such other terms and conditions as the Committee, in its
sole discretion, may determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent
until the restrictions on such Restricted Shares have lapsed.
6.3 Issuance
and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on transfer, right of first refusal, repurchase provisions, forfeiture provisions,
the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately
or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the
time of the grant of the Award or thereafter.
6.4 Forfeiture/Repurchase.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, the unvested Restricted Shares and the Restricted Shares that are at that time subject
to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may
(a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares
will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole
or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.
6.5 Certificates
for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee may determine.
If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Committee may, at its discretion, retain
physical possession of the certificate until such time as all applicable restrictions lapse.
6.6 Removal
of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released
from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate the
time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have
any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable
by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding the
release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.
ARTICLE 7
RESTRICTED SHARE UNITS
7.1 Grant
of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as the
Committee, in its sole discretion, may determine. The Committee, in its sole discretion, may determine the number of Restricted Share
Units to be granted to each Participant.
7.2 Restricted
Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall specify any
vesting conditions, the number of Restricted Share Units granted, the vesting schedule and the delivery schedule (which may include deferred
delivery later than the vesting date) and such other terms and conditions as the Committee, in its sole discretion, may determine.
7.3 Performance
Objectives and Other Terms. The Committee, in its discretion, may set performance objectives or other vesting criteria which, depending
on the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants.
7.4 Form
and Timing of Payment of Restricted Share Units. At the time of grant, the Committee may specify the date or dates on which the Restricted
Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, on behalf of the Company, may pay Restricted Share
Units in the form of cash, in Shares, or other forms of payment or in any combination of the foregoing, as agreed in the Award Agreement.
7.5 Forfeiture/Repurchase.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period or for other reasons recognized by the Committee, Restricted Share Units that are at
that time unvested shall be forfeited or repurchased by the Company in accordance with the Award Agreement; provided, however,
the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating
to Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in
other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.
ARTICLE 8
PROVISIONS APPLICABLE TO AWARDS
8.1 Award
Agreement. Awards under the Plan shall be evidenced by Award Agreement that set forth the terms, conditions and limitations for each
Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates,
and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel, or rescind an Award.
8.2 No
Transferability; Limited Exception to Transfer Restrictions.
8.2.1 Limits
on Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 8.2, by Applicable Law and by the Award Agreement,
as the same may be amended: all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance, or charge;
(a) Awards
will be exercised only by the Participant or the Participant’s legal representative or beneficiary in the case of the Participant’s
Disability or death, respectively, as set forth under Section 5.1(e)(ii); and
(b) amounts
payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Shares, registered
in the name of, the Participant.
In addition, the Shares shall
be subject to the restrictions set forth in the applicable Award Agreement.
8.2.2 Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 8.2.1 will not apply to:
(a) transfers
to the Company or a Subsidiary;
(b) transfers
by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act;
(c) the
designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by
the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent
and distribution; or
(d) if
the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly
authorized legal representative; or
(e) subject
to the prior approval of the Committee or an executive officer or director of the Company authorized by the Committee, transfer to one
or more natural persons who are the Participant’s family members or entities owned and controlled by the Participant and/or the
Participant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are
the Participant and/or the Participant’s family members, or to such other Persons as may be expressly approved by the Committee,
pursuant to such conditions and procedures as the Committee or may establish. Any permitted transfer shall be subject to the condition
that the Committee receives evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes and on
a basis consistent with the Company’s lawful issue of securities.
Notwithstanding anything else
in this Section 8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, Restricted
Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary
to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable
Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition
precedent that the transfer be approved by the Committee in order for it to be effective.
8.3 Beneficiaries.
Notwithstanding Section 8.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other Person claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community
property state, a designation of a Person other than the Participant’s spouse as his or her beneficiary with respect to more than
fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the Person entitled thereto pursuant
to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is filed with the Committee.
8.4 Share
Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates
evidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that
the issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and,
if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to
the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all
Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed, quoted,
or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Shares. In addition to
the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements, and
representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement
or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.
8.5 Paperless
Administration. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise
of Awards by an internet website or interactive voice response system for the paperless administration of Awards.
8.6 Payment
Method. In the event the exercise price for an Award is paid in a currency other than U.S. Dollars or any other form of payment as
permitted in the Award Agreement, the amount payable will be determined by conversion from U.S. Dollars at the exchange rates set forth
in the Award Agreement or as selected by the Committee on the date of exercise. A Participant (or his or her legal representative or beneficiary,
in the case of the Participant’s Disability or death, respectively) may be required to provide evidence that any currency used to
pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with
Applicable Laws, including foreign exchange control laws and regulations.
ARTICLE 9
CHANGES IN CAPITAL STRUCTURE
9.1 Adjustments.
In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalization
or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the shares
of Shares or the share price of a Share, the Committee may, make such proportionate and equitable adjustments, if any, as the Committee
in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares that may be
issued under the Plan (including, but not limited to, adjustments of the Share Limit in Section 3.1); (b) the terms and conditions
of any issued and outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto);
and (c) the grant or exercise price per share for any issued and outstanding Awards under the Plan.
9.2 Corporate
Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between
the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee
may, in its sole discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and
shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee may determine,
or (ii) the purchase of any Award for an amount of cash, as determined by the Committee in good faith, which may equal to the amount that
could have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines
in good faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Company
without payment), or (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion
or the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with
appropriate adjustments as to the number and kind of Shares and prices, which will preserve the rights under the affected Awards previously
granted hereunder, or (iv) payment of Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable
interest on the Award through the date when such Award would otherwise be vested or have been paid in accordance with its original terms,
if necessary to comply with Section 409A of the Code.
9.3 Outstanding
Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than
those specifically referred to in this Article 9, the Committee may, in its absolute discretion, make such adjustments in the number
and class of shares subject to Awards issued and outstanding on the date on which such change occurs and in the per share grant or exercise
price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.
9.4 No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation
of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to
action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the
grant or exercise price of any Award.
ARTICLE 10
ADMINISTRATION
10.1 Committee.
The Plan shall be administered by a committee of one or more members of the Board to whom the Board shall delegate the authority to grant
or amend Awards to Participants other than any of the Committee members.
10.2 Action
by the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished
to it by any officer or other employee (if any) of the Company or any Parent, Subsidiary or Related Entity of the Company, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.
10.3 Authority
of the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion
to:
(a) designate
Participants to receive Awards;
(b) determine
the type or types of Awards to be granted to each Participant;
(c) determine
the number of Awards to be granted and the number of Shares to which an Award will relate;
(d) determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an
Award, based in each case on such considerations as the Committee in its sole discretion determines;
(e) determine
whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(f) prescribe
the form of each Award Agreement, which need not be identical for
each Participant;
(g) decide
all other matters that must be determined in connection with an
Award;
(h) correct
any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem
desirable to carry the Plan into effect;
(i) establish,
adopt, waive, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
(j) interpret
the terms of, and any matter arising pursuant to, the Plan or any
Award Agreement;
(k) reduce
the exercise price per Share underlying an Option; and
(l) make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer
the Plan.
10.4 Decisions
Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions
and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties, including but not limited
to the Company, its shareholders, Participants and any beneficiaries thereof.
ARTICLE 11
EFFECTIVE AND EXPIRATION DATE
11.1 Effective
Date. The Plan is effective on October 12, 2024 (the “Effective Date”).
11.2 Expiration
Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date,
unless otherwise determined by the Committee. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain
in force according to the terms of the Plan and the applicable Award Agreement.
ARTICLE 12
AMENDMENT, MODIFICATION, AND TERMINATION
12.1 Amendment,
Modification, And Termination. With the approval of the Board, at any time and from time to time, the Committee may, terminate, amend,
modify, alter, suspend or discontinue the Plan or any portion thereof.
12.2 Awards
Previously Granted. Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent
of the Participant, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the
Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
ARTICLE 13
GENERAL PROVISIONS
13.1 No
Rights to Awards. No Participant, Employee, Director, Consultant or other Person shall have any claim to be granted any Award pursuant
to the Plan, and neither the Company nor the Committee is obligated to treat Participants, Employees, Directors, Consultants and other
Persons uniformly. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant (whether or not such Participant is similarly situated).
13.2 No
Shareholders Rights. No Award gives the Participant any of the rights of a shareholder of the Company unless and until Shares are
in fact issued to such Person in connection with such Award.
13.3 Taxes.
No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee
for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld
with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an
Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other
provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award
(or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in
order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exercise
or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market
Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding
rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.
13.4 No
Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of
the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right
to continue in the employment or services of any Service Recipient.
13.5 Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any Subsidiary.
13.6 Indemnification.
To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and held harmless
by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment
in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such Persons may be entitled pursuant to the Company’s memorandum
of association and articles of association (each, as amended), as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.
13.7 Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent
otherwise expressly provided in writing in such other plan or an agreement thereunder.
13.8 Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
13.9 Titles
and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
13.10 Fractional
Shares. No fractional Shares shall be issued and the Committee may determine, in its discretion, whether cash shall be given in lieu
of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.
13.11 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
13.12 Government
and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable
Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the
Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid
pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws,
the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.
13.13 Governing
Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands.
13.14 Section
409A. To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of
the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To
the extent applicable, the Plan and the Award Agreement shall be interpreted in accordance with Section 409A of the Code and the U.S.
Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation
or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related Department
of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt
such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a)
exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the
Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.
13.15 Appendices.
The Committee may approve such supplements, amendments, or appendices to the Plan as it may consider necessary or appropriate for purposes
of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan;
provided, however, that no such supplements shall increase the Share Limit contained in Section 3.1 of the Plan without the approval
of the Board.
15
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