Climate Contract Playbook Edition 3
84
Additional Recital (A)
The Shareholders wish to align the operation and management of the Company with various Climate Change and Sustainability Goals.
Additional Definitions
“ Capital Purpose ” means to preserve the value of the Shareholders’ capital as invested in the Company; “ Carbon Footprint ” means the amount of carbon dioxide equivalent units that will be released into the atmosphere as a result of the Business operations as determined in accordance with the GHG Protocol; “ Carbon Neutral ” means the reduction and maintenance of the Company’s Carbon Footprint to net zero; “ Carbon Neutral Date ” means the date set by the Board for the Company to achieve Carbon Neutral status which date should not be more than 24 months from the date of the meeting convened under clause 10.1; “ Carbon Offsetting ” means the purchase of a quantity of carbon credits from a project that has been verified by a Carbon Offset Provider or by United Nations Framework Convention on Climate Change clean development mechanism project; “ Carbon Offset Provider ” means the following organisations [INSERT]; “ GHG Protocol ” means the current GHG Protocol Corporate Accounting and Reporting Standard; “ Material Climate Breach ” means a breach of any terms of this Agreement which is material with regard to all relevant circumstances, including, without limitation: (a) increasing the Company’s Carbon Footprint; (b) missing the Carbon Neutral Date; or (c) taking any action that is contrary to the achievement of the Sustainability Goals. “ Sustainability Alignment ” means the operation of the Business in a manner which (i) supports the achievement of the goals of the Paris Agreement, as set out in Articles 2.1 and 4.1 of the United Nations Framework Convention on Climate Change Paris Agreement and/or (ii) supports the achievement one or more of the United Nations Sustainable Development Goals as set out in the 2030 Agenda for Sustainable Development; “ Sustainability Goals ” means the Company’s goals and objectives for achieving and maintaining Sustainability Alignment as set by the Board from time to time in accordance with clause [X];
Additional Clauses 2.
SHARE OPTION SCHEME
2.1
The Founders undertake to include terms in the Share Option Scheme (which shall include the relevant share award agreement for the purpose of this clause 6.3) that make the vesting of Shares under the Share Option Scheme conditional upon the Company having achieved its Sustainability Goals on or before the agreed vesting date.
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