The Board of Directors of Marel hf. resolved on its meeting on 4 June 2012 to
grant up to 11 million shares through stock option agreements with Marel's
Board of Management and key employees.
The aim of the stock option agreements is to align the interests of the employees and the Company in the long run. This is in accordance with the Company's remuneration policy approved at its Annual General Meeting on 29 February 2012. Furthermore, Marel's 2010 Annual General Meeting authorised the Board of Directors to increase share capital by as much as 45 million shares in relation to employee stock option agreements.
Key terms and conditions of the agreements are as follows:
-- The stock option agreements entitle purchase of shares at the base offering price of EUR 0.967 per share [1] that increases annually by 3% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date. -- The options are allotted in three layers, so that the first 60% are exercisable in October/November 2015, the second 20% in 2016, and the remaining 20% in 2017. Employees can delay exercise of these options to 2018, when the agreements expire and all allotted but unexercised options are cancelled. -- The options are valid only if the holder is still employed by Marel group (Marel hf. or wholly owned subsidiaries of Marel hf.) at the time of vesting.
No put options or financing are related to the stock option agreements, but option holders are able to request so-called cashless exercise, in case they opt for purchasing and selling simultaneously.
Total number of shares granted by Marel hf. in stock option agreements with employees, including this new stock option scheme, currently amount to 33.2 million shares. The Company's cost of the new share option scheme is estimated to be EUR 1.4 million over the next 5 years based on the option pricing model of Black-Scholes.
Details on of the share options granted to Board of Management and Managing Directors of Industry Centers and International Sales & Service Network:
Name Title New Older granted Shareholding in own stock and unexercised name and/or fin. options options related parties -------------------------------------------------------------------------------- Theo Hoen CEO 600,000 2,350,000 1,500,000 -------------------------------------------------------------------------------- Erik Kaman CFO 450,000 1,850,000 1,675,000 -------------------------------------------------------------------------------- Sigsteinn COO 450,000 675,000 25,997 P. Gretarsson -------------------------------------------------------------------------------- Anton de MD, IC Poultry 315,000 1,100,000 0 Weerd -------------------------------------------------------------------------------- Jon B. MD, IC Fish 210,000 100,000 0 Gunnarsson -------------------------------------------------------------------------------- BertJan MD, IC Further 210,000 125,000 0 Hardenbol Processing -------------------------------------------------------------------------------- David MD, IC Meat 210,000 50,000 0 Wilson -------------------------------------------------------------------------------- Petur MD, Int. Sales 315,000 850,000 114,430 Gudjonsson & Service Network --------------------------------------------------------------------------------
[1]The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 1st June 2012, i.e. ISK 156 per share, calculated with the Central Bank of Iceland EUR/ISK mid rate on that day; 161.35.
The aim of the stock option agreements is to align the interests of the employees and the Company in the long run. This is in accordance with the Company's remuneration policy approved at its Annual General Meeting on 29 February 2012. Furthermore, Marel's 2010 Annual General Meeting authorised the Board of Directors to increase share capital by as much as 45 million shares in relation to employee stock option agreements.
Key terms and conditions of the agreements are as follows:
-- The stock option agreements entitle purchase of shares at the base offering price of EUR 0.967 per share [1] that increases annually by 3% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date. -- The options are allotted in three layers, so that the first 60% are exercisable in October/November 2015, the second 20% in 2016, and the remaining 20% in 2017. Employees can delay exercise of these options to 2018, when the agreements expire and all allotted but unexercised options are cancelled. -- The options are valid only if the holder is still employed by Marel group (Marel hf. or wholly owned subsidiaries of Marel hf.) at the time of vesting.
No put options or financing are related to the stock option agreements, but option holders are able to request so-called cashless exercise, in case they opt for purchasing and selling simultaneously.
Total number of shares granted by Marel hf. in stock option agreements with employees, including this new stock option scheme, currently amount to 33.2 million shares. The Company's cost of the new share option scheme is estimated to be EUR 1.4 million over the next 5 years based on the option pricing model of Black-Scholes.
Details on of the share options granted to Board of Management and Managing Directors of Industry Centers and International Sales & Service Network:
Name Title New Older granted Shareholding in own stock and unexercised name and/or fin. options options related parties -------------------------------------------------------------------------------- Theo Hoen CEO 600,000 2,350,000 1,500,000 -------------------------------------------------------------------------------- Erik Kaman CFO 450,000 1,850,000 1,675,000 -------------------------------------------------------------------------------- Sigsteinn COO 450,000 675,000 25,997 P. Gretarsson -------------------------------------------------------------------------------- Anton de MD, IC Poultry 315,000 1,100,000 0 Weerd -------------------------------------------------------------------------------- Jon B. MD, IC Fish 210,000 100,000 0 Gunnarsson -------------------------------------------------------------------------------- BertJan MD, IC Further 210,000 125,000 0 Hardenbol Processing -------------------------------------------------------------------------------- David MD, IC Meat 210,000 50,000 0 Wilson -------------------------------------------------------------------------------- Petur MD, Int. Sales 315,000 850,000 114,430 Gudjonsson & Service Network --------------------------------------------------------------------------------
[1]The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 1st June 2012, i.e. ISK 156 per share, calculated with the Central Bank of Iceland EUR/ISK mid rate on that day; 161.35.