Stonesoft Corporation Stock Exchange Release January 19, 2012 at 10:00 a.m.
Stonesoft will launch a new key personnel stock option
plan. The company has a weighty financial reason for the
issue of stock options, since the stock options are
intended to form part of the incentive and commitment
program for the Group key personnel. The purpose of the
stock options is to encourage the key personnel to work on
a long-term basis to increase shareholder value. The
purpose of the stock options is also to commit the key
personnel to the company.
The maximum total number of stock options issued is
4,500,000, and they entitle their owners to subscribe for a
maximum total of 4,500,000 new shares in the company or
existing shares held by the company. The stock options will
be issued gratuitously. The stock options are marked with
the symbol 2012A, with the symbol 2012B and with the symbol
2012C. A total of 1,500,000 stock options are included in
each stock option class.
The number of shares subscribed by exercising stock options
now issued corresponds to a maximum total of 6.6 per cent
of the shares and votes in the company, after the potential
share subscription, if new shares are issued in the share
subscription.
The share subscription price for stock option 2012A will be
the trade volume weighted average quotation of the share on
NASDAQ OMX Helsinki Ltd during 1 February-31 March 2012,
for stock option 2012B, the trade volume weighted average
quotation of the share on NASDAQ OMX Helsinki Ltd during 1
February -31 March 2013, and for stock option 2012C, the
trade volume weighted average quotation of the share on
NASDAQ OMX Helsinki Ltd during 1 February -31 March 2014.
The share subscription price is based on the prevailing
market price of the share. The share subscription price
will be credited to the reserve for invested unrestricted
equity. Each year, the per-share dividends and equity
returns will be deducted from the share subscription
price.
The share subscription period for stock option 2012A will
be 1 March 2015-31 March 2017 for stock option 2012B, 1
March 2016-31 March 2018, and for stock option 2012C 1
March 2017-31 March 2019. The share subscription period
will only begin if the Net Sales in consolidated financial
statements of any financial year 2012-2018 is at least
forty-two (42) million euros. Those stock options, for
which the target has not been attained, will expire in the
manner decided by the Board of Directors.
After the share subscriptions with stock options, the
number of the company's shares may be increased by a
maximum total of 4,500,000 shares, if new shares are issued
in the share subscription.
A share ownership obligation, under which the key employees
are obliged to acquire the company's shares with 25 per
cent of the gross stock option income gained from the
exercised stock options, is incorporated into the stock
options 2012. The acquisition obligation will expire once a
key person owns the company's shares worth his or her 12
months' gross salary. Such shares must be held as long as
the employment or service contract is in force and for one
year thereafter.
The Board of Directors decided on the new Stock Option Plan
on the basis of the authorization granted by the company's
Annual General Meeting held on 13 April 2011. The terms and
conditions of the Stock Option Plan 2012 are attached to
this release.
Stonesoft Corporation
The Board of Directors
For further information, please contact:
Ilkka Hiidenheimo
CEO
Tel. +358 9 476711
ilkka.hiidenheimo@stonesoft.com
Distribution:
NASDAQ OMX Helsinki Ltd
www.stonesoft.com
Thu Jan 19 09:42:00 EET 2012
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