Exhibit 8

 

SCHEDULE 1

 

Form of Option Agreement

 

WISeKey international holding LTD Stock Option Plan

 

This OPTION AGREEMENT is made on 14 December 2022, by and between WISeKey International Holding Ltd, a Swiss corporation, with its seat in Zug (Zug), Switzerland (the “Company”) and Peter WARD (the “Participant”).

 

In consideration of the mutual covenants and agreements herein contained and pursuant to the Company’s Stock Option Plan dated 1st January 2012, as amended, (the “Plan”), the Company and the Participant agree as follows:

 

The Company grants to the Participant the following number of Options, representing the equity part of his compensation package for the fiscal year 2022, according to the terms and conditions contained in the Plan and in this Option Agreement:

 

Number of Options: 1,468,405  
     
Class of Shares into which Options are Exercisable: Class B Shares  
     
Strike Price: 0.05  
     
Grant Date: 14 December 2022  
     
Vesting Date: In accordance with Article of the Plan and the table below
     
Exercise Period: From the Vesting Start Date until the Option Term as detailed below:

 

No. of Options Vesting Date Option Term
1,468,405 14 December 2022 13 December 2029
     
     
     

 

The signature of this Option Agreement by the Participant implies his or her express and complete acceptance of the terms set forth in the Plan, in this Option Agreement or in any other document related hereto, including any tax ruling obtained by the Company in connection with the Plan. Furthermore the Participant hereby accepts the powers of the Board of Directors to administer the Plan at its absolute discretion, to complete, interpret and implement the documents herein referred through further documentation to the extent necessary or relevant and to decide on all issues in absolute discretion. The Participant agrees to be bound by the decisions of the Board of Directors.

 

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All notices to the Company shall be delivered to WISeKey International Holding Ltd, General-Guisan-Strasse 6, 6300 Zug, Switzerland, attn Stock Option Plan Administrator, and all notices to the Participant may be given to the Participant personally or may be mailed to the Participant c/o WISeKey International Holding Ltd or at such other address as the Participant may designate by written notice to the Company.

 

This Option Agreement and any related document shall be governed by the substantive laws of Switzerland.

 

Any dispute, controversy or claim arising out of or in relation with the Plan including the validity, invalidity, breach or termination thereof, shall be finally decided by three arbitrators in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the notice of arbitration is submitted in accordance with said rules. The seat of the arbitration shall be Geneva, Switzerland. The language of arbitration shall be English.

 

In witness thereof, the parties have executed this Option Agreement in duplicate as of the time and place first above written.

 

/s/ Carlos Creus Moreira /s/ John O’Hara   /s/ Peter WARD
WISeKey International Holding SA   Peter WARD
     
14.12.2022   14.12.2022
     
Date   Date

 

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