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Thursday, 27 November 2008
+++ INTRACOM HOLDINGS announcement regarding the Stock Option Plan +++
INTRACOM HOLDINGS, (henceforth "the Company") in the framework of the annual implementation of 4 share offer Programmes in the form of a Stock Option P lan , (henceforth "the Programmes") as the Programmes were initially decided upon at the Annual General Meeting of Company shareholders on 28/06/2000, according to article 13, par. 9 of C.L. 2190/20 and consequently amended at the shareholders' General Meetings of 18/07/2001 and 12/06/2002, announces the following:
1. Based on the terms of the Programmes the beneficiaries of the stock options may exercise the granted rights by the aforementioned Programmes but not exercised by them, in full or partially, during the first fortnight of December 2008 (1/12/2008 - 15/12/2008).
2. This offer is addressed to 95 beneficiaries in total (2 of which participate in more than one of the Programmes), and it concerns 185.870 in total new Common Registered shares with voting rights, of nominal value €1,41 each, which will arise from the Company's share capital increase, to be realised in December 2008, without a pre-emptive right of the existing, at the time of the share issue, shares, as well as the amendment of the Company's Articles of Association, according to article13, par.9 of C.L. 2190/20.
Specifically, pending to be exercised are:
- 64.080 rights from the 2nd Programme (initial exercise time: December 2003). These rights may be exercised until 15/12/2008. If the aforementioned period of time passes dies non the rights lapse.
- 22.630 rights from the 3rd Programme (initial exercise time: December 2004).
- 84.860 rights from the 4th Programme (initial exercise time: December 2005) and
- 14.300 rights from the 5th Programme (initial exercise time: December 2006)
3. The fully paid share capital of INTRACOM HOLDINGS amounts today to €187.566.683,97 divided in 133.026.017 Common Registered shares with voting rights, of nominal value €1,41 each.
4. According to the terms of the Programmes the issue prise of the new shares has been set to 2,93 euro each.
5. Following the timely deposit of the value of exercised rights by the entitled parties, the Company Board of Directors will proceed with an increase in share capital and the issuance of new Common Registered shares with voting rights, accordingly on the rights which will be exercised.
Afterwards, the Board of Directors will undertake all lawful actions, according to the legislation in force, in order for the shares corresponding to exercised rights to be admitted for trading at the Athens Exchange.
6. The number of new shares, which will ultimately be issued and whose admission to the Athens Exchange will be requested, depends on the number of shares for which the relevant right will be exercised and the corresponding amount will be deposited.
BRIEF DESCRIPTION OF THE WIDER STOCK OPTION PLAN
The general terms of the wider Stock O ption Plan, which are detailed by the Company Board of Directors per Programme, are as follows:
Number of shares: The Company shares which will ultimately be issued, if all granted rights are exercised, will not exceed the approved by the shareholders' General Meeting maximum number of shares.
Beneficiaries: Entitled to these rights are members of the Board of Directors, management and other Company executives irrespective of employment time, as well as other employees.
Number of options: The exact number of stock option rights for each entitled party is determined by a decision of the Company Board of Directors, according to the party's position, productivity and general presence in the Company (experience, pay, know-how, anticipated progress, replacement difficulty, key person status, etc.).
Vest period: The rights are to be exercised in the first fortnight of December, with the submission of a written statement by the entitled party to the Company and the simultaneous deposit of the exercised rights' value.
The rights may be exercised in full or partially, within a period of five years from the initially set date, however always within the first fortnight of December of each year. If the aforementioned period of time passes dies non the rights lapse. Partial exercise of rights is not prohibited.
Strike price: The strike price of each right is determined as follows:
If the average closing price of the share in November:
- is greater than €29,35 the strike price amounts to €14,67
- is less than €29,35, the strike price is decreased by €14,67.
Minimum strike price is €2,93.
The strike price as determined above, is deposited in full during the exercise of the stock option rights.
Rights readjustment: In case the total number of Company shares changes until the initial rights exercise time , the "initial" number of granted rights as well as the strike price, are readjusted accordingly, so as to keep the ratio of the beneficiary's participation in the Company's share capital with the "final" number of rights.
Rights transfer: The stock option rights are strictly personal and may not be transferred. In case of a beneficiary's death, the rights may be exercised by the beneficiary's heirs.
The stock option rights offered and the special agreement entered into by the entitled parties' acceptance is not part of the employment contract between the Company and the entitled party, nor is it a "salary", hence it cannot be taken into account as severance pay or retirement, etc.
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