7. Stock Incentives
The Remuneration Committee is authorized to make proposal to the Board of Directors, offering individual key employees of the Company stock incentives in the Company, in addition to the set terms in the individual employment contracts. Directors shall not enjoy shares, options to buy or sell stocks, pre-emptive rights or other types of payments linked to shares in the Company or price trends of shares in the Company.
When evaluating whether key employees shall be offered stock incentives, the status and responsibilities, working performance and future prospects of each individual shall be taken into consideration. Such stock incentives can only be exercised if the individuals are still working for the Company at the time when the incentives are exercised.
The shareholders of the Company resolved at the annual general meeting of the Company held on 27 May 2010 to implement a stock option plan which allows for issuance of stock options to key employees on the basis of this remuneration policy. The stock option plan allows for issuance of stock options relating to up to 10,000,000 shares in the Company currently constituting 5% the Company’s share capital. At the Annual General Meeting of the Company held on 3 April 2013 the shareholders voted unanimously to approve an amendment to the Remuneration Policy allowing for stock incentives in addition to stock options.
If the Board of Directors decides to offer further stock incentives to key employees of the Company, a stock incentive plan shall be presented to shareholders meeting, for approval or rejection. The Board shall present to the Annual General Meeting a cost estimate of stock incentive plans.
The Company shall enter into written stock incentive agreements with employees. The agreements shall always be subject to the conditions of the act no. 2/1995 on Public Limited Companies.