TERMS AND CONDITIONS OF KCI KONECRANES INTERNATIONAL PLC STOCK by ytc61670

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TERMS AND CONDITIONS OF KCI KONECRANES INTERNATIONAL PLC
STOCK OPTION PLAN 2001

These terms and conditions have been amended by the Annual General Meeting of
Shareholders on March 8, 2006 due to a share split. Original figures are in parenthesis.

These terms and conditions have been amended by the Annual General Meeting of
Shareholders on March 13, 2008. Section 5 of the terms of share subscription have
been amended.

I

1.      Number of Option Rights

                    The Company will issue a maximum of 3,000 option rights entitling
                    the option holders to subscribe for a maximum of 1,200,000,
                    shares in KCI Konecranes Plc (before split 300,000).

2.      Right to Subscription

                    Deviating from the shareholders’ pre-emptive right to subscription,
                    the option rights are offered for subscription to key personnel of the
                    KCI Konecranes Group. Subject to a decision by the Board of
                    Directors, a company belonging to the KCI Konecranes Group shall
                    also have the right to subscription. Such a Group company can later
                    transfer the option rights to persons designated by the Board of
                    Directors of KCI Konecranes International Plc.

                    Persons with the right to subscription shall be notified of their right
                    by mail.

                    The shareholders’ pre-emptive rights to share subscription is
                    proposed to be deviated from since the option rights are intended
                    to be part of the incentive program for key personnel of the KCI
                    Konecranes Group and weighty economical grounds for the
                    Company thus exist.

3.      Subscription

                    The option rights shall be subscribed as of April 1, 2001 until April
                    15, 2001. The option rights will be issued without consideration.

4.      Over- and Undersubscription

                    The Board of Directors of KCI Konecranes International Plc shall
                    decide upon the rules of allocation in a possible under- or
                    oversubscription. The Board of Directors shall decide by March 7,
                    2002 upon the basis on which, deviating from the pre-emptive right
                                                                                2 (6)


                of the shareholders, those option rights, which have been left
                unsubscribed during the subscription period, shall be subscribed.

5.   Approval of Subscriptions

                The Board of Directors of KCI Konecranes International Plc shall
                decide upon the approval of subscriptions. Subscribers shall be
                notified of subscriptions approved by the Board of Directors by mail.


6.   Option Certificates

                KCI Konecranes International Plc shall issue a maximum of 3,000
                option certificates issued to named persons. Each option right shall
                entitle the person whose name is in the certificate to subscribe the
                number of shares mentioned in the certificate.

7.   Prohibition of Transfer and Termination of Employment

                The option certificates or rights attached to them may not be
                transferred or pledged to a third party without the permission of the
                Board of Directors of the Company.

                Should a subscriber’s employment within the KCI Konecranes
                Group be terminated prior to the commencement of the share
                subscription period, he or she shall lose the right to subscribe for
                shares. The option certificate must be returned to the Company
                without delay. Should the reason for termination of employment be
                retirement, disability or death, the Board of Directors of the
                Company may accept the exercise of the option rights on a case-
                by-case basis.

II

TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1.   Right to Subscription for New Shares

                Each option right will entitle its holder to subscribe for four hundred
                (400) shares in KCI Konecranes Plc (before split 100), each with
                an accounting par value of 0.5 Euros (before split 2 Euros). As a
                result of the share subscriptions, the share capital of KCI
                Konecranes Plc may increase with a maximum of 600,000 Euros
                corresponding to 1,200,000 new shares (before split 300,000).

2.   Subscription and Payment of Shares

                The option rights are divided into two series, series A and series B.
                Both series comprise 1,500 option rights.
                                                                              3 (6)


                The option rights entitle to subscription of shares in the Company
                during two different phases (phase I and phase II). The series A
                option rights entitle to subscription of a total of 600,000 shares
                during phase I (before split 150,000) and the series B option rights
                to subscription of a total of 600,000 shares during phase II (before
                split 150,000).

                The annual period of subscription shall be as of January 2 until
                November 30. In the series A, shares can be subscribed for as of
                April 1, 2004 until March 31, 2007 and in the series B, shares can
                be subscribed for as of April 1, 2007 until March 31, 2010.

                The place of subscription of shares shall be the Head Office of KCI
                Konecranes Plc or another location to be announced later by the
                Company. Option certificates shall be surrendered in connection
                with the subscription. Shares shall be paid for at the time of
                subscription.

3.   Share Subscription Price

                The share subscription price shall be the trade volume weighted
                average price on the Helsinki Exchanges during the period between
                January 8, 2001 and February 6, 2001 increased by ten (10) per
                cent. The subscription price will be rounded off to the nearest full
                Euro.

                The total accounting par value of shares to be subscribed for and
                the total subscription price remain unchanged as required by the
                terms of the stock option plan. As a result of the share split, one
                2001 A or B-series option right will entitle to subscription for four
                hundred (400) shares to a total price of 3,400 euro corresponding to
                8.50 euro per share.

4.   Registration of Shares

                Shares subscribed and fully paid shall be entered into the book-
                entry account of the subscriber.

5.   Shareholders’ Rights

                [New shares acquired shall first qualify for dividend payment for the
                financial year, during which subscription has taken place. Other
                rights shall commence on the date when the increase in the share
                capital is entered into the Trade Register.] Reversed.

                The AGM has on March 13, 2008 changed this item as follows:
                “The right to dividend pertaining to the shares and other
                shareholders' rights shall commence on the date when the new
                shares are registered with the Trade Register.”
                                                                             4 (6)


6.   Share Issues, Convertible Bonds, Option Rights and Other Financial
     Instruments Entitling their Holder to Shares Prior to the End of the Period
     of Subscription

                Should the Company, prior to the end of the subscription period for
                shares, increase its share capital through a share issue or issue
                new convertible bonds or option rights or other financial instruments
                entitling their holder to shares according to the Companies Act so
                that shareholders have pre-emptive rights to subscription, holders
                of option rights shall have the same or equal rights as shareholders.
                The equality between shareholders shall be addressed by the
                Board of Directors of the Company through amending the number
                of shares to be subscribed, subscription price or both.

                Should the Company, prior to the end of the subscription period,
                increase its share capital through a bonus issue, the subscription
                ratio will be amended so that the proportionate part of the share
                capital of the shares to be subscribed based on the option rights
                remains unchanged. Should the new number of shares to be
                subscribed based on one option be a fraction, the fraction will be
                taken into consideration by lowering the subscription price.


7.   Rights of Holders of Stock Option Rights in Certain Cases

                Should the Company, prior to the end of the subscription period,
                lower its share capital, the right to subscription of option holders
                shall be amended accordingly in a manner specified in the decision
                to lower the share capital.

                Should the Company, after the subscription period has begun,
                decide to repurchase its own shares by an offer made to all
                shareholders of the Company, an equal offer has to be made to
                holders of option rights. In other cases, the repurchase of own
                shares does not require any actions from the Company towards the
                holders of option rights.

                Should a situation referred to in the Companies Act Chapter 14,
                Section 19, arise for a shareholder or a shareholder acquires a right
                of redemption for other shareholders’ shares according to the
                Securities Market Act Chapter 6, Section 6, the holders of option
                rights shall be reserved an equal opportunity to use their right for
                subscription during the time period set by the Board of Directors
                before the redemption.

                Should the Company be placed in liquidation before the
                subscription, the holders of option rights shall be reserved an
                opportunity to subscribe for shares during a time period set by the
                Board of Directors before the liquidation commences.
                                                                                 5 (6)


                 Should the Company decide to merge with another company as a
                 merging company or with a new company to be formed in a
                 combination merger, or to split into two or more companies, the
                 holders of option rights shall be given the right to subscribe for
                 shares based on the option rights of the receiving company defined
                 to be equal with the consideration due to shareholders.

                 Should the par value of shares be amended so that the share
                 capital remains unchanged, the terms and conditions of
                 subscription shall be amended so that the total par value of shares
                 to be subscribed and the total subscription price remain unchanged.

                 Should the Company form change from a public limited liability
                 company to a private limited liability company, the terms and
                 conditions of option rights shall remain unchanged unless the law
                 requires otherwise.

8.    Applicable Law

                 These option rights shall be subject to and governed by Finnish law.



9.    Disputes

                 Any dispute, controversy or claim arising out of or relating to these
                 option rights shall be finally settled by arbitration in accordance with
                 the Rules of Arbitration of the Finnish Central Chamber of
                 Commerce. Arbitration shall take place in Helsinki in English
                 language.

10.   Other issues

                 The Board of Directors may decide on the transfer of the option
                 rights or part thereof to the book-entry system at a later date and on
                 the technical amendments to the terms and conditions of the option
                 rights required by this. The Board of Directors of the Company shall
                 also decide on all other matters relating to these option rights and
                 the shares subscribed for by virtue of them and give binding
                 stipulations to the option right holders. The Board of Directors may
                 make other than substantial amendments to these terms.

                 The holders of option rights will not be entitled to compensation on
                 any grounds in respect of the option rights from any company
                 belonging to the KCI Konecranes Group during the employment
                 with the KCI Konecranes Group or thereafter.

                 Any benefit derived from the option rights under this Stock Option
                 Plan will not be pensionable.
                                                            6 (6)


Any notices relating to this Stock Option Plan may be sent by the
Company to the option holders by mail or e-mail. The
documentation for the stock option plan shall be available for
inspection at the Head Office of the Company in Hyvinkää.




This document is an unofficial English translation of the original
terms and conditions of KCI Konecranes International Plc Stock
Option Plan 2001 in Swedish language. In the event of any
inconsistency reference should be made to the Swedish language
version of the Terms and Conditions of KCI Konecranes
International Plc Stock Option Plan 2001.

								
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