S & B INDUSTRIAL MINERALS S.A.
Stock Option Plan
S&B Industrial Minerals S.A. (S&B or the Company), in the framework of the annual implementation of the share option plan to its management and personnel, as this was approved by the Annual General Meeting of Shareholders and according to the provisions of current legislation, informs the public as follows:
1. In the framework of the annual implementation of the plan, as this is described below, company executives entitled to share option rights are invited to exercise their options within the first five (5) days of December, depositing in the same period the value of exercised rights.
2. The Board of Directors will hold a meeting within December to determine the number of new shares to be issued and decide and certify the capital increase.
3. The above offer is addressed to 71 executives of the company -19 of which are executives of the company abroad-, who are entitled to stock options according to article 13 par. 9 of L. 2190/1920 and the decisions of the Annual General Meetings of Shareholders held 11.6.2003, 02.06.2004, 22.6.2005, 01.06.2006 and 31.05.2007, on the basis of which the Board of Directors has determined the number of shares corresponding to each beneficiary, per year for the years 2003 to 2007 as follows:
a. For year 2003 167.500 share options were granted with exercise price 6,11 euro per share, out of which 125.200 rights have already been exercised in previous years. In December 2007 41.000 share options can be exercised by 16 beneficiaries, 3 of which are executives of the companys subsidiaries abroad.
b. For year 2004 options were granted for 150.000 shares with exercise price 5,48 euro per share, out of which 72.780 rights have been exercised in previous years. The remaining 77.220 share options can be exercised until December 2008. In December 2007 75.120 share options can be exercised by 56 beneficiaries, 8 of which are executives of the company s subsidiaries abroad.
c. For year 2005 options were granted for 146.300 shares with exercise price 5,35 euro per share, out of which 34.130 rights have been exercised in previous years. The remaining 112.170 share options can be exercised until December 2009. In December 2007 67.810 share options can be exercised by 53 beneficiaries, 14 of which are executives of the company s subsidiaries abroad.
d. For year 2006 options were granted for 109.900 shares with exercise price 8,91 euro per share, out of which 1.035 rights have been exercised in previous years. The remaining 108.865 share options can be exercised until December 2010. In December 2007 40.565 share options can be exercised by 49 beneficiaries, 17 of which are executives of the companys subsidiaries abroad.
e. For year 2007 options were granted for 112.650 shares with exercise price 9,92 euro per share, for which the right has not yet been exercised and can be exercised until December 2011. In December 2007 11.265 share options can be exercised by 52 beneficiaries, 17 of which are executives of the company s subsidiaries abroad.
BRIEF DESCRIPTION OF THE PLAN:
1. The exercise price is set equal to the average share market price during the last 20 working days before the Annual General Shareholder Meeting reduced by 10%.
2. Entitled to participate in the stock option plan are senior executives of the Company and related companies according to article 42e par. 5 of C.L. 2190/1920. The beneficiaries are entitled to transfer the shares they acquire from the Company to any third party, according to the current plan. On the contrary, the beneficiaries are not authorized to transfer to third parties the share option rights granted by the Company before exercising and obtaining the shares. Stock options are awarded solely and exclusively to eligible beneficiaries and are strictly personal.
3. The determination of the number of shares granted to each executive will be made based on objective criteria, such as salary, working experience, performance, advancement potential etc. The executive members of the Board of Directors will not participate in this decision.
4. The program is of one-year duration.
5. The share option right granted to each beneficiary can be exercised within the same year but also in the four years following. During the above five-year period the right cannot be exercised fully, it is vested gradually. More specifically, during the first year the beneficiary may exercise up to 10% of total options awarded. During the 2nd year, the beneficiary may exercise up to 40% of total options awarded, during the 3rd year up to 70%, while during the 4th and 5th year up to 100% or the percentage not exercised in previous years.
6. After options awarded to each beneficiary have been determined, the Board of Directors issues Stock Option Certificates to beneficiaries.
7. In case of employment contract termination or death of a beneficiary the Board of Directors suggests: In case of voluntary resignation or dismissal, the option can be exercised only to the extent that it has vested at the time of departure from the Company. The vested stock options should be exercised no later than December of the year following the resignation or departure from the company. In case of retirement, the right to exercise is fully vested at the time of departure and should be exercised no later than December of the year following the year of retirement. In case of death, all stock options already awarded vest immediately and can be exercised by the heirs by December of the second year following the year of death.
1. In the framework of the annual implementation of the plan, as this is described below, company executives entitled to share option rights are invited to exercise their options within the first five (5) days of December, depositing in the same period the value of exercised rights.
2. The Board of Directors will hold a meeting within December to determine the number of new shares to be issued and decide and certify the capital increase.
3. The above offer is addressed to 71 executives of the company -19 of which are executives of the company abroad-, who are entitled to stock options according to article 13 par. 9 of L. 2190/1920 and the decisions of the Annual General Meetings of Shareholders held 11.6.2003, 02.06.2004, 22.6.2005, 01.06.2006 and 31.05.2007, on the basis of which the Board of Directors has determined the number of shares corresponding to each beneficiary, per year for the years 2003 to 2007 as follows:
a. For year 2003 167.500 share options were granted with exercise price 6,11 euro per share, out of which 125.200 rights have already been exercised in previous years. In December 2007 41.000 share options can be exercised by 16 beneficiaries, 3 of which are executives of the companys subsidiaries abroad.
b. For year 2004 options were granted for 150.000 shares with exercise price 5,48 euro per share, out of which 72.780 rights have been exercised in previous years. The remaining 77.220 share options can be exercised until December 2008. In December 2007 75.120 share options can be exercised by 56 beneficiaries, 8 of which are executives of the company s subsidiaries abroad.
c. For year 2005 options were granted for 146.300 shares with exercise price 5,35 euro per share, out of which 34.130 rights have been exercised in previous years. The remaining 112.170 share options can be exercised until December 2009. In December 2007 67.810 share options can be exercised by 53 beneficiaries, 14 of which are executives of the company s subsidiaries abroad.
d. For year 2006 options were granted for 109.900 shares with exercise price 8,91 euro per share, out of which 1.035 rights have been exercised in previous years. The remaining 108.865 share options can be exercised until December 2010. In December 2007 40.565 share options can be exercised by 49 beneficiaries, 17 of which are executives of the companys subsidiaries abroad.
e. For year 2007 options were granted for 112.650 shares with exercise price 9,92 euro per share, for which the right has not yet been exercised and can be exercised until December 2011. In December 2007 11.265 share options can be exercised by 52 beneficiaries, 17 of which are executives of the company s subsidiaries abroad.
BRIEF DESCRIPTION OF THE PLAN:
1. The exercise price is set equal to the average share market price during the last 20 working days before the Annual General Shareholder Meeting reduced by 10%.
2. Entitled to participate in the stock option plan are senior executives of the Company and related companies according to article 42e par. 5 of C.L. 2190/1920. The beneficiaries are entitled to transfer the shares they acquire from the Company to any third party, according to the current plan. On the contrary, the beneficiaries are not authorized to transfer to third parties the share option rights granted by the Company before exercising and obtaining the shares. Stock options are awarded solely and exclusively to eligible beneficiaries and are strictly personal.
3. The determination of the number of shares granted to each executive will be made based on objective criteria, such as salary, working experience, performance, advancement potential etc. The executive members of the Board of Directors will not participate in this decision.
4. The program is of one-year duration.
5. The share option right granted to each beneficiary can be exercised within the same year but also in the four years following. During the above five-year period the right cannot be exercised fully, it is vested gradually. More specifically, during the first year the beneficiary may exercise up to 10% of total options awarded. During the 2nd year, the beneficiary may exercise up to 40% of total options awarded, during the 3rd year up to 70%, while during the 4th and 5th year up to 100% or the percentage not exercised in previous years.
6. After options awarded to each beneficiary have been determined, the Board of Directors issues Stock Option Certificates to beneficiaries.
7. In case of employment contract termination or death of a beneficiary the Board of Directors suggests: In case of voluntary resignation or dismissal, the option can be exercised only to the extent that it has vested at the time of departure from the Company. The vested stock options should be exercised no later than December of the year following the resignation or departure from the company. In case of retirement, the right to exercise is fully vested at the time of departure and should be exercised no later than December of the year following the year of retirement. In case of death, all stock options already awarded vest immediately and can be exercised by the heirs by December of the second year following the year of death.