Ixonos - Company Announcement

Ixonos Plc’s stock option plan IV; option plan’s terms and conditions

Helsinki, Finland, 2011-12-01 16:15 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          1 December 2011 at 17:15 


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

The Board of Directors of Ixonos Plc has decided to issue stock options on 30
November 2011, on the basis of the authorization granted by the Annual General
Meeting held on 29 March 2011. 

The stock options will be offered to about one hundred members of the personnel
of Ixonos Plc and its subsidiaries for the purpose of improving commitment and
motivation. Neither any Board members of Ixonos Plc nor any members of the top
management of the group (shareholders of Ixonos Management Invest Oy) belong to
the stock option plan. 

The stock options will be marked as series IV/A, IV/B and IV/C. The aggregate
number of stock options is 600,000. 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 30 November 2011, the shares that can be subscribed for with
options comprise 3.82 per cent of all Ixonos Plc shares and votes on a fully
diluted basis. 

The share subscription period with IV/A stock options starts on 1 October 2014,
with IV/B stock options on 1 October 2015 and with IV/C stock options on 1
October 2016. 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 September to 30 November 2011 for IV/A, 1 June to 31 August 2012
for IV/B and 1 June to 31 August 2013 for  IV/C. 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

IXONOS PLC'S STOCK OPTION PLAN IV

I TERMS AND CONDITIONS OF STOCK OPTIONS

1. Number of stock options

The number of stock options issued will be 600,000, entitling to subscribe
600,000 shares in Ixonos Plc (hereinafter also the “Company”). 

2. Issuing and allocation of stock options

The stock options are to be issued in the Finnish book-entry system. All stock
options will initially be issued to a subsidiary of the Company determined by
the Board of the Company. Stock options in the account of the Company's
subsidiary are considered part of the Group's stock option pool (hereinafter
the “Stock Option Pool”). 

The stock option subscription period is December 1 - December 31, 2011.
Approval of subscriptions is subject to the Board's discretion. 

The subsidiary controlling the stock options may not subscribe shares in the
Company by virtue of the stock options, and the distribution of the stock
options is regarded as remaining under the Company's sole control and disposal.
The Company has the right to transfer any remaining part of the Stock Option
Pool to another subsidiary. 

From the Stock Option Pool, the stock options can be distributed by decision of
the Board following the schedule and procedure outlined in section I.4 below.
The stock options will be distributed to the managing directors of Ixonos Plc
and Group companies, other officers and key persons as defined by the Board in
order to increase their commitment and motivation. These terms and conditions
include below a description in detail of the schedule of distribution and the
consequent distribution and conversion of the various stock option series. 

A deviation from the pre-emptive rights of the Company's shareholders in the
initial issuing of stock options to the Subsidiary and later in distributing
the stock options is proposed because the stock options are intended to form
part of the incentive programme for the Ixonos Plc Group. The Board believes
that there is a pressing financial reason for the Company to deviate from the
pre-emptive rights of shareholders. 

3. Subscription of option rights and entering into the book-entry system

The stock options will initially be entered in the book-entry account of the
subsidiary, from where they will be further distributed to the recipients as
described below. 

Recipients will be notified in writing by the Company of the issuing of stock
options, in a manner to be determined by the Board. The stock options will be
granted free of charge. Acceptance of receiving stock options will take place
during a period and in a manner designated by the Board. Following this, the
Company undertakes to transfer the stock options issued as book-entries to the
book-entry account specified by the recipient on a date no later than the
beginning of the share subscription period given in section II.2 after the
acceptance of the recipient has been received by the Company. A legend
regarding the restriction generated in accordance with section I.5 below shall
be recorded in the book-entry account as a restriction concerning all stock
options. 

4. The schedule of distribution of stock options and determining of terms

The Board will decide on the division of the 600,000 stock options issued into
stock option series and, as necessary, on the conversion of undistributed stock
options to another series. Within the maximum limits of stock options, no more
than 600,000 stock options will be designated IV/A, no more than 600,000 will
be designated IV/B and no more than 600,000 will be designated IV/C. The Board
will decide on the actual number of stock options to be included in each series
after the distribution period for that series has ended. 

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: 

IV/A stock options distribution period December 1 - December 31, 2011
IV/B stock options distribution period September 1 - September 31, 2012
IV/C stock options distribution period September 1 - September 31, 2013

5. Prohibition to transfer and obligation to offer stock options

A stock option must not be transferred to a third party or pledged without the
consent of the Company before its respective vesting date in accordance with
section II.2. The Board grants such consent. The stock options are freely
transferable after their respective vesting date. 

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 before the
respective Vesting Date in accordance with section II.2, the person in question
must without delay offer the Company or a subsidiary indicated by it the right
to acquire free of charge such stock options in respect of which the
subscription period had not started by the date of termination of the
employment in accordance with section II.2. The Board may grant an exception
for a special reason in connection with corporate acquisition. 

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

In order to ensure compliance with the above, the Company shall be entitled,
irrespective of whether or not the stock options have been offered to the
Company, to apply for and to have the stock options referred to 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 this prohibition to transfer registered in the book-entry system. 

II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Right to subscribe new shares

Each stock option entitles its holder to subscribe one (1) share in Ixonos Plc.
The Board of Directors decides prior to the share subscription period whether
new or existing shares can be subscribed for. If new shares are issued, EUR
0.04 of the subscription price will be recorded as share capital and the
remaining part in the 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

IV/A                              September 1 - November 30, 2011
IV/B                              June 1 - August 31, 2012
IV/C                              June 1 - August 31, 2013

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 lowered as set out in section 7. In any
event, the share subscription price may not be lower than EUR 0.01. 

3. Share subscription period, subscription and payment

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

IV/A: Vesting Date October 1, 2014
IV/B: Vesting Date October 1, 2015
IV/C: Vesting Date October 1, 2016

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 and according to instructions and
regulations concerning the book-entry system valid at the time of share
subscription. Payment for shares subscribed must be submitted by the subscriber
upon subscription. The stock options used for share subscription will be
removed from the subscriber's book-entry account. Subscription is 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 increase in share capital has 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 share
capital increases pursuant to the approved subscriptions to 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
increase in share capital has 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 entry of the increase in share capital 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, before the end of the share subscription period, take a
decision to acquire 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 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. 

e) 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 merger or
division, after which the share subscriptions rights shall be void. 

f) 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. 

g) 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 or related 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. 

h) 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 de-listing of
the Company's shares during a period to be determined by the Board. After the
de-listing, the subscription right will be void. 

i) 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 and dispute resolution

These terms and conditions of Ixonos Plc Stock Option Plan IV are governed by
the laws of Finland. 

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. 

9. Other matters

The Board shall resolve any other matters related to the stock options and
share subscription. 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 employ of the
Company or the Group shall not constitute such a breach. 

In the event of a conflict between the Finnish and English versions of these
terms of Stock Option Plan IV, the Finnish version shall prevail. In the case
of ambiguities, the Company interpretation of these terms will be decisive. 

Any notifications related to this Stock Option Plan IV may be sent by the
Company to the stock option holder by post or e-mail. If the stock options have
been separately listed on a stock exchange, the Company may submit
notifications by means of a stock exchange bulletin. 

The documentation for the stock options may be viewed at the Company's head
office in Helsinki. 

IXONOS PLC
Kari Happonen
President and CEO

For more information, please contact:
Ixonos Plc, Timo Leinonen, CFO, tel. +358 400 793 073, timo.leinonen@ixonos.com

Distribution:
NASDAQ OMX Helsinki
Main media

Attachments:

Ixonos_release_on_stock_options_plan_20111201.pdf