GPCB » Topics » Vesting Period; Termination of the Option Rights

These excerpts taken from the GPCB 20-F filed Jun 21, 2007.

Vesting Period; Termination of the Option Rights

 

(1) As a rule, option rights may be terminated over a period not to exceed four (4) years (“Vesting Period”), where the expiration of the Vesting Period of all option rights granted to the Optionee need not be uniformly distributed across the Vesting Period but may be staggered instead (e.g. 50% after two years and the remainder after four years, or one quarter annually across four years). The Vesting Period begins with the issuance of the warrant. In each individual case, the Vesting Period shall be established by the Management Board or the Supervisory Board — depending on which body is responsible therefor — in accordance with internal guidelines, if any, to be jointly formulated by these bodies and communicated to the Optionee in the option offer. Insofar as warrants certificating the option right are issued, the expiration of the Vesting Period is also set forth in the respective warrant.

 

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(2) The Company or companies affiliated with it, now or in the future, may terminate an option right that is still subject to a Vesting Period pursuant to para 1 without prior notice and compensation if the Optionee’s employment is terminated prior to the expiration of the Vesting Period established for the option right. The termination of option rights takes effect upon receipt of a separate written termination notice, but at the earliest,

 

  a) in case the Optionee gives notice, upon receipt of such notice;

 

  b) in case the Optionee is terminated, as of the effective date of such termination (end of the employment contract) or, in case the Optionee is laid off, at the time of such layoff;

 

  c) in case the Optionee gives notice for cause, at the time the Optionee’s termination would have taken effect — assuming that a termination notice from the Company or a company affiliated with it, now or in the future, exists at the time the Optionee gives notice; or

 

  d) in all other cases, at the time the employment contract actually ends (e.g. through termination agreement, death, early retirement, family leave, and so forth).

 

(3) The Company or the companies affiliated with it, now or in the future, may terminate an option right that is no longer subject to a Vesting Period pursuant to para 1 without prior notice and compensation,

 

  a) if the Optionee has not exercised his or her option right within three (3) months [in case of death, within six (6) months] of the effective date of the termination pursuant to para 2 or

 

  b) if the Optionee has not exercised his or her option right within three (3) months (in case of death, within six (6) months) of the withdrawal of the affiliate employing the Optionee from the Group (interest of less than 50% in the capital stock or nominal capital),

where the exercise of such option right would have been possible, taking the waiting period pursuant to § 4 and the exercise periods pursuant to § 5 into account. If an option right cannot be exercised pursuant to the provisions of § 4 and § 5 at the time the termination takes effect, the period begins when the exercise requirements set forth in § 4 and § 5 are satisfied.

 

(4)

In exceptional cases, the Management Board may forgo termination of some or all of the option rights if such termination of the option rights would seem inequitable in the specific case (suspension of employment owing to family leave, permanent disability,

 

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early retirement, and so forth). The same applies if the option rights are intended as a substitute for a severance payment, if any, owed at the expiration of the employment contract or board appointment. In individual cases, the decision to forgo termination of the option right may be made conditional upon the requirement that the Vesting Period be extended by a period commensurate with the suspension of the employment relationship (e.g. owing to family leave or unpaid vacation).

 

(5) If the Optionee’s employment contract and/or board appointment with the Company or a company affiliated with it, now or in the future, ends — for whatever reason — and if it is replaced by a new employment contract with the Company or a company affiliated with it, now or in the future, the aforementioned termination rights shall not apply to such expiration but rather only to the expiration of the new employment contract or the new board appointment.

 

(6) The Company is authorized to terminate the option right without prior notice effective immediately if and as soon as bankruptcy proceedings are instituted with regard to the Optionee’s assets, the institution of bankruptcy proceedings is denied for lack of assets, or execution is levied upon option rights or warrants by a creditor and such execution is not lifted within six (6) months (upon expiration of the six-month period).

 

(7) The Company may require the Optionee or any other possessor to return any previously issued warrants that have been terminated.

 

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Vesting Period; Termination of the Option Rights

 

(1) As a rule, option rights may be terminated over a period not to exceed four (4) years (“Vesting Period”), where the expiration of the Vesting Period of all option rights granted to the Optionee need not be uniformly distributed across the Vesting Period but may be staggered instead (e.g. 50% after two years and the remainder after four years, or one quarter annually across four years). The Vesting Period begins with the issuance of the warrant. In each individual case, the Vesting Period shall be established by the Management Board or the Supervisory Board — depending on which body is responsible therefor — in accordance with internal guidelines, if any, to be jointly formulated by these bodies and communicated to the Optionee in the option offer. Insofar as warrants certificating the option right are issued, the expiration of the Vesting Period is also set forth in the respective warrant.

 

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(2) The Company or companies affiliated with it, now or in the future, may terminate an option right that is still subject to a Vesting Period pursuant to para 1 without prior notice and compensation if the Optionee’s employment is terminated prior to the expiration of the Vesting Period established for the option right. The termination of option rights takes effect upon receipt of a separate written termination notice, but at the earliest,

 

  a) in case the Optionee gives notice, upon receipt of such notice;

 

  b) in case the Optionee is terminated, as of the effective date of such termination (end of the employment contract) or, in case the Optionee is laid off, at the time of such layoff;

 

  c) in case the Optionee gives notice for cause, at the time the Optionee’s termination would have taken effect — assuming that a termination notice from the Company or a company affiliated with it, now or in the future, exists at the time the Optionee gives notice; or

 

  d) in all other cases, at the time the employment contract actually ends (e.g. through termination agreement, death, early retirement, family leave, and so forth).

 

(3) The Company or the companies affiliated with it, now or in the future, may terminate an option right that is no longer subject to a Vesting Period pursuant to para 1 without prior notice and compensation,

 

  a) if the Optionee has not exercised his or her option right within three (3) months [in case of death, within six (6) months] of the effective date of the termination pursuant to para 2 or

 

  b) if the Optionee has not exercised his or her option right within three (3) months (in case of death, within six (6) months) of the withdrawal of the affiliate employing the Optionee from the Group (interest of less than 50% in the capital stock or nominal capital),

where the exercise of such option right would have been possible, taking the waiting period pursuant to § 4 and the exercise periods pursuant to § 5 into account. If an option right cannot be exercised pursuant to the provisions of § 4 and § 5 at the time the termination takes effect, the period begins when the exercise requirements set forth in § 4 and § 5 are satisfied.

 

(4)

In exceptional cases, the Management Board may forgo termination of some or all of the option rights if such termination of the option rights would seem inequitable in the specific case (suspension of employment owing to family leave, permanent disability,

 

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early retirement, and so forth). The same applies if the option rights are intended as a substitute for a severance payment, if any, owed at the expiration of the employment contract or board appointment. In individual cases, the decision to forgo termination of the option right may be made conditional upon the requirement that the Vesting Period be extended by a period commensurate with the suspension of the employment relationship (e.g. owing to family leave or unpaid vacation).

 

(5) If the Optionee’s employment contract and/or board appointment with the Company or a company affiliated with it, now or in the future, ends — for whatever reason — and if it is replaced by a new employment contract with the Company or a company affiliated with it, now or in the future, the aforementioned termination rights shall not apply to such expiration but rather only to the expiration of the new employment contract or the new board appointment.

 

(6) The Company is authorized to terminate the option right without prior notice effective immediately if and as soon as bankruptcy proceedings are instituted with regard to the Optionee’s assets, the institution of bankruptcy proceedings is denied for lack of assets, or execution is levied upon option rights or warrants by a creditor and such execution is not lifted within six (6) months (upon expiration of the six-month period).

 

(7) The Company may require the Optionee or any other possessor to return any previously issued warrants that have been terminated.

 

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This excerpt taken from the GPCB 20-F filed Apr 3, 2006.

Vesting Period; Termination of the Option Rights

 

(1) As a rule, option rights may be terminated over a period not to exceed four (4) years (“Vesting Period”), where the expiration of the Vesting Period of all option rights granted to the Optionee need not be uniformly distributed across the Vesting Period but may be staggered instead (e.g. 50% after two years and the remainder after four years, or one quarter annually across four years). The Vesting Period begins with the issuance of the warrant. In each individual case, the Vesting Period shall be established by the Management Board or the Supervisory Board — depending on which body is responsible therefor — in accordance with internal guidelines, if any, to be jointly formulated by these bodies and communicated to the Optionee in the option offer. Insofar as warrants certificating the option right are issued, the expiration of the Vesting Period is also set forth in the respective warrant.

 

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(2) The Company or companies affiliated with it, now or in the future, may terminate an option right that is still subject to a Vesting Period pursuant to para 1 without prior notice and compensation if the Optionee’s employment is terminated prior to the expiration of the Vesting Period established for the option right. The termination of option rights takes effect upon receipt of a separate written termination notice, but at the earliest,

 

  a) in case the Optionee gives notice, upon receipt of such notice;

 

  b) in case the Optionee is terminated, as of the effective date of such termination (end of the employment contract) or, in case the Optionee is laid off, at the time of such layoff;

 

  c) in case the Optionee gives notice for cause, at the time the Optionee’s termination would have taken effect — assuming that a termination notice from the Company or a company affiliated with it, now or in the future, exists at the time the Optionee gives notice; or

 

  d) in all other cases, at the time the employment contract actually ends (e.g. through termination agreement, death, early retirement, family leave, and so forth).

 

(3) The Company or the companies affiliated with it, now or in the future, may terminate an option right that is no longer subject to a Vesting Period pursuant to para 1 without prior notice and compensation,

 

  a) if the Optionee has not exercised his or her option right within three (3) months [in case of death, within six (6) months] of the effective date of the termination pursuant to para 2 or

 

  b) if the Optionee has not exercised his or her option right within three (3) months (in case of death, within six (6) months) of the withdrawal of the affiliate employing the Optionee from the Group (interest of less than 50% in the capital stock or nominal capital),

where the exercise of such option right would have been possible, taking the waiting period pursuant to § 4 and the exercise periods pursuant to § 5 into account. If an option right cannot be exercised pursuant to the provisions of § 4 and § 5 at the time the termination takes effect, the period begins when the exercise requirements set forth in § 4 and § 5 are satisfied.

 

(4)

In exceptional cases, the Management Board — or, if that body itself is affected, the Supervisory Board — may forgo termination of some or all of the option rights if such termination of the option rights would seem inequitable in the specific case

 

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(suspension of employment owing to family leave, permanent disability, early retirement, and so forth). The same applies if the option rights are intended as a substitute for a severance payment, if any, owed at the expiration of the employment contract or board appointment. In individual cases, the decision to forgo termination of the option right may be made conditional upon the requirement that the Vesting Period be extended by a period commensurate with the suspension of the employment relationship (e.g. owing to family leave or unpaid vacation).

 

(5) If the Optionee’s employment contract and/or board appointment with the Company or a company affiliated with it, now or in the future, ends — for whatever reason — and if it is replaced by a new employment contract or board appointment (e.g. switch from the Management Board to the Supervisory Board) with the Company or a company affiliated with it, now or in the future, the aforementioned termination rights shall not apply to such expiration but rather only to the expiration of the new employment contract or the new board appointment.

 

(6) The Company is authorized to terminate the option right without prior notice effective immediately if and as soon as bankruptcy proceedings are instituted with regard to the Optionee’s assets, the institution of bankruptcy proceedings is denied for lack of assets, or execution is levied upon option rights or warrants by a creditor and such execution is not lifted within six (6) months (upon expiration of the six-month period).

 

(7) The Company may require the Optionee or any other possessor to return any previously issued warrants that have been terminated.

 

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This excerpt taken from the GPCB 20-F filed Mar 31, 2005.

Vesting Period; Termination of the Option Rights

 

(1) As a rule, option rights may be terminated over a period not to exceed four (4) years (“Vesting Period”), where the expiration of the Vesting Period of all option rights granted to the Optionee need not be uniformly distributed across the Vesting Period but may be staggered instead (e.g. 50% after two years and the remainder after four years, or one quarter annually across four years). The Vesting Period begins with the issuance of the warrant. In each individual case, the Vesting Period shall be established by the Management Board or the Supervisory Board — depending on which body is responsible therefor — in accordance with internal guidelines, if any, to be jointly formulated by these bodies and communicated to the Optionee in the option offer. Insofar as warrants certificating the option right are issued, the expiration of the Vesting Period is also set forth in the respective warrant.

 

(2) The Company or companies affiliated with it, now or in the future, may terminate an option right that is still subject to a Vesting Period pursuant to para 1 without prior notice and compensation if the Optionee’s employment is terminated prior to the expiration of the Vesting Period established for the option right. The termination of option rights takes effect upon receipt of a separate written termination notice, but at the earliest,

 

  a) in case the Optionee gives notice, upon receipt of such notice;

 

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  b) in case the Optionee is terminated, as of the effective date of such termination (end of the employment contract) or, in case the Optionee is laid off, at the time of such layoff;

 

  c) in case the Optionee gives notice for cause, at the time the Optionee’s termination would have taken effect — assuming that a termination notice from the Company or a company affiliated with it, now or in the future, exists at the time the Optionee gives notice; or

 

  d) in all other cases, at the time the employment contract actually ends (e.g. through termination agreement, death, early retirement, family leave, and so forth).

 

(3) The Company or the companies affiliated with it, now or in the future, may terminate an option right that is no longer subject to a Vesting Period pursuant to para 1 without prior notice and compensation,

 

  a) if the Optionee has not exercised his or her option right within three (3) months [in case of death, within six (6) months] of the effective date of the termination pursuant to para 2 or

 

  b) if the Optionee has not exercised his or her option right within three (3) months (in case of death, within six (6) months) of the withdrawal of the affiliate employing the Optionee from the Group (interest of less than 50% in the capital stock or nominal capital),

 

where the exercise of such option right would have been possible, taking the waiting period pursuant to § 4 and the exercise periods pursuant to § 5 into account. If an option right cannot be exercised pursuant to the provisions of § 4 and § 5 at the time the termination takes effect, the period begins when the exercise requirements set forth in § 4 and § 5 are satisfied.

 

(4) In exceptional cases, the Management Board — or, if that body itself is affected, the Supervisory Board — may forgo termination of some or all of the option rights if such termination of the option rights would seem inequitable in the specific case (suspension of employment owing to family leave, permanent disability, early retirement, and so forth). The same applies if the option rights are intended as a substitute for a severance payment, if any, owed at the expiration of the employment contract or board appointment. In individual cases, the decision to forgo termination of the option right may be made conditional upon the requirement that the Vesting Period be extended by a period commensurate with the suspension of the employment relationship (e.g. owing to family leave or unpaid vacation).

 

(5) If the Optionee’s employment contract and/or board appointment with the Company or a company affiliated with it, now or in the future, ends — for whatever reason — and if it is replaced by a new employment contract or board appointment (e.g. switch from the Management Board to the Supervisory Board) with the Company or a company affiliated with it, now or in the future, the aforementioned termination rights shall not apply to such expiration but rather only to the expiration of the new employment contract or the new board appointment.

 

(6) The Company is authorized to terminate the option right without prior notice effective immediately if and as soon as bankruptcy proceedings are instituted with regard to the Optionee’s assets, the institution of bankruptcy proceedings is denied for lack of assets, or execution is levied upon option rights or warrants by a creditor and such execution is not lifted within six (6) months (upon expiration of the six-month period).

 

(7) The Company may require the Optionee or any other possessor to return any previously issued warrants that have been terminated.

 

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