1 (6) 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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