LPL » Topics » Stock Options

This excerpt taken from the LPL 20-F filed Jun 23, 2009.

Stock Options

In March 2005, our articles of incorporation were amended to provide for a long-term incentive plan to aid retention of executives and key staff and to provide an incentive to meet strategic objectives. As part of our long-term incentive plan, our board of directors resolved on April 7, 2005 to grant the first performance-based stock options to our standing directors and executive officers. The stock option plan compares gains in the KOSPI against increases in the price of our common stock during the period from the grant date to the start of the exercise period. Depending on our performance, adjustments may be made to the number of options that a grantee may exercise during the exercise period. A grantee will be permitted to exercise 100% of the stock options initially granted if our common stock outperforms the KOSPI during the period of comparison. A grantee will be permitted to exercise only 50% of the stock options initially granted if the KOSPI outperforms our common stock during the period of comparison. In addition, our board adopted a Stock Appreciation Rights Plan pursuant to which we will pay in cash the difference between the exercise and market price at the date of exercise. The following table sets forth certain information regarding our stock option plan as of June 22, 2009:

 

          

Exercise Period

   Exercise
Price
   Number of
Granted

Options
   Number of
Exercised

Options
   Number of
Exercisable

Options(1)

Executive Officers

  

Grant Date

  

From

  

To

           

Ron H. Wirahadiraksa

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    100,000    0    50,000

Duke M. Koo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    20,000

Sang Deog Yeo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    20,000

Jae Geol Ju

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    20,000

 

(1) When the increase rate of our share price is the same or less than the increase rate of the Korea Composite Stock Price Index (“KOSPI”) over the three-year period following the grant date, only 50% of the initially granted shares are exercisable. Since the increase rate of our share price was lower than the increase rate of KOSPI during the period from April 7, 2005 to April 7, 2008, only 50% of the initially granted shares are exercisable.

 

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Item 7.A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2008 by each person or entity known to us to own beneficially more than 5% of our outstanding shares:

 

Beneficial Owner(1)

   Number of
Shares of
Common Stock
   Percentage  

LG Electronics

   135,625,000    37.9

Philips Electronics(2)

   47,225,000    13.2

 

(1) As of February 4, 2009, Korean National Pension Service’s ownership of our shares was 18,512,515 shares, representing 5.17% of the total shares of our common stock.
(2) On March 16, 2009, Philips Electronics sold all of its equity interest in us.

Other than as set forth above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or severally, owned more than 5% or more of our outstanding common stock or exercised control or could exercise control over us as of December 31, 2008. None of our major shareholders identified above has voting rights different from those of our other shareholders.

In July 1999, LG Electronics entered into a joint venture agreement with Philips Electronics, pursuant to which Philips Electronics acquired a 50% interest in LG LCD. In July 2004, we completed our initial public offering and listed shares of our common stock on the Korea Exchange under the identifying code “034220” and our ADSs on the New York Stock Exchange under the symbol “LPL”. Prior to the listings, LG Electronics and Philips Electronics terminated the joint venture agreement and entered into a shareholders’ agreement to reflect new arrangements between them as controlling shareholders. On October 2007, Philips Electronics sold 46.4 million shares of our common stock to financial institutions in a capital markets transaction, which represented approximately 13.0% of our issued share capital, and reduced its ownership interest in us to 19.9% from 32.9% as of December 31,

 

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2006. On March 12, 2008, Philips Electronics sold 24 million shares of our common stock to institutional investors and further reduced its ownership interest in us to 13.2%. On March 16, 2009, Philips Electronics sold all of its remaining equity interest in us and the shareholders’ agreement automatically terminated upon such sale by Philips Electronics.

 

Item 7.B. Related Party Transactions
This excerpt taken from the LPL 20-F filed Apr 16, 2008.

Stock Options

In March 2005, our articles of incorporation were amended to provide for a long-term incentive plan to aid retention of executives and key staff and to provide an incentive to meet strategic objectives. As part of our long-term incentive plan, our board of directors resolved on April 7, 2005 to grant the first performance-based stock options to our standing directors and executive officers. The stock option plan compares gains in the Korea Composite Stock Price Index, or KOSPI, against increases in the price of our common stock during the period from the grant date to the start of the exercise period. Depending on our performance, adjustments may be made to the number of options that a grantee may exercise during the exercise period. A grantee will be permitted to exercise 100% of the stock options initially granted if our common stock outperforms the KOSPI during the period of comparison. A grantee will be permitted to exercise only 50% of the stock options initially granted if the KOSPI outperforms our common stock during the period of comparison. In addition, our board adopted a Stock Appreciation Rights Plan pursuant to which we will pay in cash the difference between the exercise and market price at the date of exercise. The following table sets forth certain information regarding our stock option plan as of April 15, 2008:

 

Executive Officers

 

Grant Date

  Exercise Period  

Exercise Price

 

Number of
Granted
Options

 

Number of
Exercised
Options

 

Number of
Exercisable
Options

    From   To        

Ron H. Wirahadiraksa

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   100,000   0   100,000

Duke M. Koo

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Sang Deog Yeo

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Jae Geol Ju

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

 

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Item 7.A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2008 by each person or entity known to us to own beneficially more than 5% of our outstanding shares:

 

Beneficial Owner

   Number of Shares of
Common Stock
   Percentage  

LG Electronics

   135,625,000    37.9 %

Philips Electronics

   47,225,000    13.2 %

Other than as set forth above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or severally, owned more than 5% or more of our outstanding common stock or exercised control or could exercise control over us as of March 31, 2008.

This excerpt taken from the LPL 20-F filed Apr 11, 2007.

Stock Options

In March 2005, our articles of incorporation were amended to provide for a long-term incentive plan to aid retention of executives and key staff and to provide an incentive to meet strategic objectives. We are now reviewing appropriate long-term incentive plan designs and details of the plan are yet to be finalized. It is likely that the plan will incorporate awards in the form of stock options, restricted stock or cash, or some combination of such forms. Awards will be linked to each person’s contribution to our performance and the value of the awards eventually received will be based on our performance over the period following their grant.

As part of our long-term incentive plan, our board of directors resolved on April 7, 2005 to grant the first performance-based stock options to our standing directors and executive officers. The stock option plan compares gains in the Korea Composite Stock Price Index, or KOSPI, against increases in the price of our common stock during the period from the grant date to the start of the exercise period. Depending on our performance, adjustments may be made to the number of options that a grantee may exercise during the exercise period. A grantee will be permitted to exercise 100% of the stock options initially granted if our common stock outperforms the KOSPI during the period of comparison. A grantee will be permitted to exercise only 50% of the stock options initially granted if the KOSPI outperforms our common stock during the period of comparison. In addition, our board adopted a Stock Appreciation Rights Plan pursuant to which we will pay in cash the difference between the exercise and market price at the date of exercise. The following table sets forth certain information regarding our stock option plan as of April 10, 2007:

 

    

Grant Date

   Exercise Period    Exercise
Price
   Number of
Granted
Options
   Number of
Exercised
Options
   Number of
Exercisable
Options

Executive Officers

      From    To            

Ron H. Wirahadiraksa

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    100,000    0    100,000

Duke M. Koo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    40,000

Woo Shik Kim

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    40,000

Sang Deog Yeo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    40,000

Jae Geol Ju

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,050    40,000    0    40,000
This excerpt taken from the LPL 20-F filed Jun 21, 2006.

Stock Options

In March 2005, our articles of incorporation were amended to provide for a long-term incentive plan to aid retention of executives and key staff and to provide an incentive to meet strategic objectives. We are now reviewing appropriate long-term incentive plan designs and details of the plan are yet to be finalized. It is likely that the plan will incorporate awards in the form of stock options, restricted stock or cash, or some combination of such forms. Awards will be linked to each person’s contribution to our performance and the value of the awards eventually received will be based on our performance over the period following their grant.

As part of our long-term incentive plan, our board of directors resolved on April 7, 2005 to grant the first performance-based stock options to our standing directors and executive officers. The stock option plan compares gains in the Korea Composite Stock Price Index, or KOSPI, against increases in the price of our common stock during the period from the grant date to the start of the exercise period. Depending on our performance, adjustments may be made to the number of options that a grantee may exercise during the exercise period. A grantee will be permitted to exercise 100% of the stock options initially granted if our common stock outperforms the KOSPI during the period of comparison. A grantee will be permitted to exercise only 50% of the stock options initially granted if the KOSPI outperforms our common stock during the period of comparison. In addition, our board adopted a Stock Appreciation Rights Plan pursuant to which we will pay in cash the difference between the exercise and market price at the date of exercise. The following table sets forth certain information regarding our stock option plan as of March 31, 2006:

 

        Exercise Period   Exercise
Price
  Number of
Granted
Options
  Number of
Exercised
Options
  Number of
Exercisable
Options

Executive Officers

  Grant Date   From   To        

Ron H. Wirahadiraksa

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   100,000   0   100,000

Ki Seon Park

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   70,000   0   70,000

Duke M. Koo

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Budiman Sastra

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Won Wook Kim

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Woo Shik Kim

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Sang Deog Yeo

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

Jae Geol Ju

  April 7, 2005   April 8, 2008   April 7, 2012   (Won)44,050   40,000   0   40,000

 

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Item 7A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2005 by each person or entity known to us to own beneficially more than 5% of our outstanding shares:

 

Beneficial Owner

  

Number of Shares

of Common Stock

   Percentage

LG Electronics

   135,625,000    37.9%

Philips Electronics

   117,625,000    32.9%

Citibank, N.A.(1)

   36,518,569    10.2%

(1) ADR depository

 

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Other than as set forth above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or severally, owned more than 5% or more of our outstanding common stock or exercised control or could exercise control over us as of December 31, 2005.

These excerpts taken from the LPL 20-F filed Apr 11, 2005.

Article 10-2 (Stock Options)

 

  (1) The Company may grant stock options to its officers and employees (including the officers and employees of its affiliated company as defined in Article 189-4, Paragraph (1) of the SEA; the same shall apply hereinafter) by a special resolution of the General Meeting of Shareholders pursuant to Article 189-4 of the SEA, to the extent of not more than 15% of the total number of issued and outstanding shares; provided, however, that the Company may grant stock options to its officers and employees by a resolution of the Board of Directors to the extent of not more than 1% of the total number of issued and outstanding shares in accordance with the relevant laws and regulations. In this case, the shareholders or the Board of Directors may resolve to grant performance-linked stock options, linked with the Company’s performance or market index.


  (2) The officers and employees, who have contributed, or have the capacity to contribute, to the establishment, management, overseas sales or technical improvement of the Company, may be granted stock options; provided, however, that those who are prohibited from being granted stock options under the applicable law and regulation may not be granted stock options.

 

  (3) The shares to be issued by the Company to its officers or employees by the exercise of their stock options (which shall refer to the shares being the basis for calculation in case the Company pays the difference, either in cash or shares, between the exercise price of stock options and the market price) shall be common shares in non-bearer form.

 

  (4) The terms and conditions, including features, exercise price, etc., of stock options shall be determined by a special resolution of the General Meeting of Shareholders or a resolution of the Board of Directors, pursuant to the applicable law and these Articles of Incorporation. The matters that are not set out to be decided by a resolution of the General Meeting of Shareholders or the Board of Directors under the applicable law or these Articles of Incorporation may be determined by the Board of Directors or a committee designated by the Board of Directors.

 

  (5) Stock options may be exercised after at least 3 years, but not more than the number of years set by the relevant resolution of the General Meeting of Shareholders or the Board of Directors within 7 years, have elapsed from the date of the relevant resolution of the General Meeting of Shareholders or the Board of Directors. Any person with a stock option may exercise such stock option only if he/she has served the Company for at least two (2) years from the date of the relevant resolution of the General Meeting of Shareholders or the Board of Directors, unless otherwise specified in the relevant law.

 

  (6) With respect to distribution of dividends for shares issued upon the exercise of stock options, Article 11 and Article 43-2, Paragraph (4) shall apply mutatis mutandis.

 

  (7) The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases:

 

  1. Where an officer/employee of the Company voluntarily retires or resigns from his/her office after being granted stock options;

 

  2. Where an officer/employee of the Company incurs substantial damages to the Company due to his/her willful misconduct or negligence;


  3. Where the Company cannot respond to the exercise of an officer/employee’s stock options due to the Company’s liquidation or dissolution; or

 

  4. Where any cause for cancellation set forth in the stock option agreement occurs.

 

Stock Options

 

In March 2005, our articles of incorporation were amended to provide for a long-term incentive plan to aid retention of executives and key staff and to provide an incentive to meet strategic objectives. We are now reviewing appropriate long-term incentive plan designs and details of the plan are yet to be finalized. It is likely that the plan will incorporate awards in the form of stock options, restricted stock or cash, or some combination of such forms. Awards will be linked to each person’s contribution to our performance and the value of the awards eventually received will be based on our performance over the period following their grant. Actual award sizes have yet to be determined.

 

As part of our long-term incentive plan, our board of directors resolved on April 7, 2005 to grant the first performance-based stock options to our standing directors and executive officers. The stock option plan compares gains in the Korea Composite Stock Price Index, or KOSPI, against increases in the price of our common stock during the period from the grant date to the start of the exercise period. Depending on our performance, adjustments may be made to the number of options that a grantee may exercise during the exercise period. A grantee will be permitted to exercise 100% of the stock options initially granted if our common stock outperforms the KOSPI during the period of comparison. A grantee will be permitted to exercise only 50% of the stock options initially granted if the KOSPI outperforms our common stock during the period of comparison. In addition, our board adopted a Stock Appreciation Rights Plan pursuant to which we will pay in cash the difference between the exercise and market price at the date of exercise. The following table sets forth certain information regarding our stock option plan:

 

          Exercise Period

                   

Executive Officers


   Grant Date

   From

   To

   Exercise
Price


   Number of
Granted
Options


   Number of
Exercised
Options


   Number of
Exercisable
Options


Ron H. Wirahadiraksa

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    100,000    0    100,000

Ki Seon Park

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    70,000    0    70,000

Duke M. Koo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Budiman Sastra

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Bruce I. Berkoff

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Won Wook Kim

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Woo Shik Kim

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Sang Deog Yeo

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

Jae Geol Ju

   April 7, 2005    April 8, 2008    April 7, 2012    (Won) 44,260    40,000    0    40,000

 

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