1. The company may establish An EU employee stock option plan (EU-ESO) is a plan under which itan EU Inc. issues warrants to eligible persons.
2. Eligibility forIn order to be eligible to receive EU-ESO warrants issued under the EU-ESO shall be restricted to members, a person must be member of the board and employeesor an employee of the company andor of its subsidiaries. Warrants under the EU-ESO shall not be issued to persons who, directly or indirectly, hold shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company or have held such shares in the 24 months preceding the issuance.In addition, they must not:
(a) hold, directly or indirectly, shares in the company corresponding to more than 25 per cent of the voting rights or rights in the proceeds of the company; or
(b) have held such shares in the 24 months preceding the issuance.
This Article does not affect statutory minimum wages or pay levels established by collective agreements.
3. The general meeting shall decide on the establishment of the EU-ESO. The decision shall require the majority set out in Article 49(3). The resolution shall set out at least set out:
(a) the group of eligible persons;
(b) the maximum number of warrants that may be issued under the EU-ESO and the shares to which the holder of a warrant shall be entitled upon exercise of the warrant;
(ba) authorisation for the board of directors to issue warrants and to satisfy claims arising from those warrants, whether by issuing new shares or transferring own shares held by the EU Inc. company;
(bb) the rules for calculating the consideration for the shares;
(c) a mandatory waiting period before which the warrants issued under the EU-ESO shall not be exercised, which shall be at least 24 months from the issuance of a warrant.; and
(ca) the potential effects of the EU-ESO on the ownership structure of the EU Inc.
4. Warrants issued under the EU-ESO shall be non-transferable and issued for no consideration.operate as follows:
(a) the board of directors shall issue warrants in accordance with the resolution referred to in paragraph 3;
(b) those warrants shall be non-transferable and issued for no consideration;
(c) the consideration (or its calculation basis) for which they may be exercised shall be fixed at the point of issue;
(d) if and when the eligible person chooses to exercise the warrant, they shall pay the fixed consideration in cash;
(e) the board of directors shall then satisfy the claim, either by:
(i) issuing new shares, which shall be fully paid up, in accordance with Article 68(4); or
(ii) transferring own shares held by the company, in accordance with Article 75(1).
4a. The EU Inc. company shall provide the persons that are offered warrants issued under the EU-ESO with clear and comprehensible information on the shares issued upon exercise of the warrants, the consideration to be paid for the shares, whether the warrants will benefit from Article 79, as well as clear, transparent information regarding the financial risks involved.
5. The consideration for new shares issued upon exercise of warrants under the EU-ESO shall be paid in cash and shall be fully paid up on issue of the shares.
6. The board of directors shall be authorised to issue warrants under the EU-ESO and to issue new shares to satisfy claims arising from the warrants. The board of directors may also satisfy claims arising from warrants issued under the EU-ESO by transferring own shares held in treasury.
7. Existing shareholders shall have no pre-emptive rights on warrants issued under the EU-ESO and on new shares issued to satisfy claims arising from the warrants.
Added by the Council · Deleted by the Council · Source: ST 14376/26, Annex.