Ixonos - Company Announcement

IXONOS PLC'S STOCK OPTION PLAN V; OPTION PLAN'S TERMS AND CONDITIONS

Helsinki, Finland, 2014-02-18 19:45 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          18 February 2014 at 21:00 




IXONOS PLC'S STOCK OPTION PLAN V; OPTION PLAN'S TERMS AND CONDITIONS

The Board of Directors of Ixonos Plc has decided to issue stock options on 18
February 2014, on the basis of the authorization granted by the Extraordinary
General Meeting held on 30 October 2013. 


The stock options will be offered to the global management team and certain key
personnel of Ixonos Plc and its subsidiaries for the purpose of improving
commitment and motivation. 


The stock options will be marked as series 2014A, 2014B and 2014C. The
aggregate number of stock options is 5,000,000. The Board of Directors will, in
accordance the terms and conditions of the stock options, decide on the
allocation of the stock options between different series and, if necessary, on
the conversion of stock options that has not been allocated into another series
of stock options. 


Each option entitles its holder to subscribe for one new or treasury share in
Ixonos Plc. On 18 February 2014, the shares that can be subscribed for with
options comprise 5.96 per cent of all Ixonos Plc shares and votes on a fully
diluted basis. 

The share subscription period with 2014A stock options starts on 1 March 2016,
with 2014B stock options on 1 March 2017 and with 2014C stock options on 1
March 2018. The share subscription period ends with all stock options on 31
December 2018. The share subscription price for each series is the volume
weighted average price of the company's share on the Helsinki Exchanges during
the period 1 March to 31 May 2014 for 2014A, 1 January to 31 March 2015 for
2014B and 1 January to 31 March 2016 for 2014C. The subscription price may be
decreased with e.g. the amount of dividends paid and may also otherwise be
subject to change in accordance with the terms and conditions of the stock
options. 

The entire terms and conditions of the stock options have been appended hereto
and can also be accessed through Ixonos Plc's website at www.ixonos.com.
Further information on the company's other incentive programs can be found also
at the website. 



APPENDIX



I TERMS AND CONDITIONS OF STOCK OPTIONS



1. Number of stock options



The number of stock options issued will be 5,000,000 (five million) entitling
to subscribe 5,000,000 (five million) new shares in Ixonos Plc (Hereinafter
also the “Company”). 



2. Distribution of stock options



The stock options will be distributed to the Global Management Team members of
Ixonos Plc and other selected key employees, as decided by the Board, in order
to increase their long-term commitment to the company. 



The stock options are intended to form part of the incentive program for the
Ixonos Plc Group.  There is a weighty financial reason for the Company to
deviate from the pre-emptive rights of shareholders. 



Selected individuals will be notified in writing by the Company of the issuing
of stock options, in a manner to be determined by the Board. Acceptance of
receiving stock options will take place in a manner determined by the Board.
The stock options will be granted free of charge. 



Following this, the Company undertakes to keep record of the issued stock
options for each participating individual. 



3. Distribution schedule



The Board will decide on the allocation of the 5,000,000 stock options issued
into stock option series 2014A, 2014B and 2014C and, as necessary, on the
conversion of undistributed or returned stock options to another series. 



Option series:



The stock options will be marked with letters and numbers corresponding to the
distribution period, the name of the series and the beginning of the relevant
share subscription period for each sub-category as follows: 



  -- 2014A series: distribution period March 1 - March 31, 2014
  -- 2014B series: distribution period February 1 - February 28, 2015
  -- 2014C series: distribution period February 1 - February 28, 2016 





4. Restrictions on usage of stock options



The stock options will become exercisable after their respective vesting dates,
as specified in section II. 



The Board may decide to transfer the stock options as book-entries to a
book-entry system. If the stock options have been transferred to a book-entry
system, no stock options may be transferred to a third party or pledged without
the consent of the Company before its respective vesting date in accordance
with section II. The Board grants such consent. The Company also has the right
to have a prohibition to transfer the option rights registered in the
book-entry system. 



Should the employment or the association with the Ixonos Plc Group of a stock
option holder terminate for a reason other than retirement or death, the person
in question must exercise already vested stock options within 90 days from
employment termination, after which all unused stock options will be cancelled.
All non-vested stock options will be returned to the Company. If the stock
options have been transferred to a book-entry system, Company shall be entitled
to apply for and to have the stock options transferred from the holder's
book-entry account to a book-entry account of the Company or to a third-party
account designated by the Company. The Company also has the right to have a
prohibition to transfer the option rights registered in the book-entry system.
The Board may at its sole discretion grant an exception to this for a special
reason, e.g. in connection with corporate acquisition. 



Stock options that have returned to the Company can, by a decision of the
Board, be converted into an option series whose distribution period has not yet
ended and subsequently be redistributed as per section II.4. 



The stock option holder has no rights to claim for any compensation from the
Company as a result of losing his/her stock options under these terms. 





II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION



1. Right to subscribe new shares



Each stock option entitles its holder to subscribe one (1) new share in Ixonos
Plc. The subscription price of the shares will be recorded in the Company's
fund for invested unrestricted equity. 



2. Subscription price



The subscription price for a share for each stock option series is the weighted
average price of the Company's shares quoted on the Helsinki Stock Exchange
during the following periods: 



Option series:             Subscription price determination period:



2014A                           March 1 - May 31, 2014

2014B                           Jan 1 - March 31, 2015

2014C                           Jan 1 - March 31, 2016



The weighted average price shall be established on the basis of trades in the
share made on the Helsinki Stock Exchange during said period, calculated by
dividing the total monetary value by the number of shares. 



The share subscription price may be adjusted in certain circumstances, as set
out later in this section. 



3. Share subscription period, subscription and payment



The share subscription period for each series and sub-category of stock options
begins as follows: 



  -- 2014A: Vesting date March 1, 2016
  -- 2014B: Vesting date March 1, 2017
  -- 2014C: Vesting date March 1, 2018



The share subscription period for all stock options will end on December 31,
2018 



Shares can be subscribed at the head office of Ixonos Plc and/or possibly at
another place designated later by the Company, according to the instructions
and regulations issued by the Company. Payment for the shares must be made upon
subscription. Subscriptions are subject to approval by the Board. 



4. Registration of shares



The shares subscribed and fully paid will be registered in the Subscriber's
book-entry account once the shares have been registered in the Trade Register.
The Company will approve subscriptions each quarter in the meeting of the Board
immediately following the publication of quarterly accounts and year-end
accounts. The Board will immediately submit the shares subscribed and fully
paid pursuant to the approved subscriptions to be registered in the Trade
Register. Listing for public trading for the new shares along with the
Company's existing shares in the same share series will be applied for
immediately when the new shares have been registered and when the conditions
for trading in the new shares have been fulfilled. Unless the Board decides
otherwise, shares subscribed between the end of the previous accounting year
and the date of the Annual General Meeting will be joined to the same share
series as the Company's existing shares and listing applied for no earlier than
on the first bank day after the Annual General Meeting. 



5. Shareholder rights



The shares will be eligible for a dividend for the financial year in which the
shares have been subscribed. Other shareholder rights will commence on the date
of registration of the new shares in the Trade Register. 



6. Share issues, and issues of stock options or other special rights before
share subscription 



Should the Company, prior to the share subscription with the stock options,
issue shares, stock options or other special rights entitling to shares, the
stock option holder shall have the same or equal rights as a shareholder. The
equality will be maintained in a way determined by the Board by amending the
number of shares that can be subscribed or the subscription prices, or both. 

In the event the new number of shares available per one stock option being a
fraction, the fraction shall be taken into account by reducing the subscription
price. 



7. Rights of the stock option holder in certain special circumstances



a) Should the Company, prior to the share subscription with the stock options,
reduce its share capital by distributing share capital to its shareholders, the
stock-option holder's subscription right shall be amended correspondingly in
the manner specified in the decision to reduce the share capital. 



b) Should the Company, prior to the share subscription with the stock options,
convert from a public limited company to a private limited company, the stock
option holder will be given an opportunity to exercise the share subscription
right during a period to be determined by the Board after which time the
subscription right will expire. 



c) Should the Company, before the beginning of the share subscription period,
be placed in liquidation, the stock option holder will be given an opportunity
to exercise the share subscription right during a period determined by the
Board before the beginning of liquidation, after which time the subscription
right will expire. 



d) Should the Company be removed from the Trade Register, before the beginning
of the share subscription period, the stock option holder will be given an
opportunity to exercise the share subscription right during a period determined
by the Board, after which time the subscription right will expire. 



e) Should the Company, before the end of the share subscription period, take a
decision to acquire or redeem its own shares in proportion to ownership, the
stock option holder shall have the same or equal rights as a shareholder. The
equality is maintained in a way determined by the Board so that the stock
option holder will be given an opportunity to exercise the share subscription
right during a period to be determined by the Board and before the acquisition
or redemption of the Company's own shares begins. If the Company acquires or
redeems its own shares or acquires stock options or special rights entitling to
shares in any other manner, no measures will need to be taken in relation to
the stock options. 



f) Should the Company resolve to become merged with another company or to merge
with another company so as to form a new company or to be divided, the Company
or the company in which the Company is merged with or the new company to be
formed in the merger or the division (conditionally) and the board of that
company shall be entitled to decide to offer the stock option holder a right to
exchange stock options for corresponding stock options in accordance with the
same entitlements as shareholders are offered. Should the exchange of stock
options be offered as detailed above, the stock option holder shall have no
right to demand the redemption of stock options as per the Companies Act. In
addition, the Board shall be entitled to determine whether to offer the stock
option holder the opportunity to subscribe shares prior to the merger or
division during a period determined by the Board before such a merger or
division, after which the share subscriptions rights shall be void. 



g) Should the Company distribute dividends or the fund for unrestricted equity,
the subscription price based of stock options shall be lowered as at the
relevant record date by the amount of the distributed dividends or unrestricted
equity that has been decided on prior to the share subscription. 



h) Should the holding of a shareholder (hereinafter “Redeemer”) before share
subscription reach or exceed the triggers set in chapter 18 section 1 of the
Companies Act, or in chapter 6 section 10 of the Securities Market Act,
generating a purchase obligation, the stock option holder shall offer his stock
options to the Redeemer with the same or equal rights as the shareholders, as
applicable. Should the Redeemer, in connection with the public offer, decide
primarily to offer the stock option holder new corresponding stock options with
similar and financially equal or comparable terms to the terms of this Stock
Option Plan, the stock options of this Stock Option Plan shall become void one
month from the offer of new stock options made by the Redeemer, provided that
the offer begins within two (2) months of the aforementioned notification.
Share subscription may be exercised with those stock options whose Vesting Date
has passed up to the time they become void. However, the stock options will be
void only if an investment bank independent of the party making the offer to
exchange or purchase Company shares and chosen by the Board has given a
statement affirming the financial reasonability of the new offered terms for
the stock option holder. Should the Redeemer not redeem the stock options or
offer new stock options in the aforementioned way within three (3) months from
the entry in the Trade Register of the purchase obligation provided for in
chapter 18 section 1 of the Companies Act, or from the date when the Board of
the Company became aware of the purchase obligation as per chapter 6 section 10
of the Securities Market Act, the stock option holder shall immediately gain
the right to subscribe shares with all his stock options with a period of one
month, regardless of whether the share subscription period for those stock
options has begun. Following this one-month period the subscription right shall
expire. 



i) Should the Company resolve to redeem its own shares in order to consolidate
its shares in accordance with the chapter 15 section 9 of the Companies Act,
the right to subscribe new shares and the subscription price of the shares
shall be adjusted by the Board in the same proportion as the Company redeems
its own shares. 





j) Should the public listing and trading of the shares of Ixonos Plc cease on
the Helsinki Stock Exchange, the stock option holder will be given an
opportunity to exercise the share subscription right before the delisting of
the Company's shares during a period to be determined by the Board. After the
de-listing, the subscription right will be void. 



k) Should the stock option holder gain the right to exercise his share
subscription right under clause b), c), e), g) or h) above in a situation where
it is not yet possible to determine the share subscription price, the
subscription rights vested in the stock options shall be void. 



8. Governing law, language and dispute resolution



These terms and conditions of Ixonos Plc Stock Option Plan V are governed by
the laws of Finland. In the event of any discrepancy between the Finnish and
English versions of Terms and Conditions of Stock Options, the original Finnish
version shall prevail. 



Disputes arising in relation to these stock options will be finally settled by
arbitration in accordance with the Rules of the Arbitration Institute of the
Finland Chamber of Commerce with the use of one arbitrator. The language of the
arbitration shall be Finnish. 



9. Other matters



The Board shall resolve any other matters related to the stock options and
share subscription. In the case of ambiguities, the Company interpretation of
these terms will be decisive. 



The Board may make amendments to these terms, provided that they do not
substantially alter the terms. Any financial benefit associated with the stock
options under this Stock Option Plan will not be pensionable. 



If the stock option holder breaches these terms, stipulations of the Company
related thereto and/or law and official regulations, the Company has the right
to redeem free of charge all stock options held by the stock option holder
which have not at the time of the breach been transferred or used for share
subscription. However, the stock option holder resigning from the employment of
the Company or the Group shall not constitute such a breach. 



The Company may send any notifications related to this Stock Option Plan V to
the stock option holder by post or e-mail. 



All participating individuals are fully responsible for their personal taxation
issues, which may arise through participation in this stock option program. 



IXONOS PLC



Esa Harju

President and CEO


For more information:

Esa Harju, President & CEO, Ixonos Plc, tel. +358 40 844 3367,
esa.harju@ixonos.com 



Distribution:

NASDAQ OMX Helsinki

Main media

Attachments:

Ixonos Plc optio plan V stock exchange release 18.2.2014_.pdf