Intercell publishes mandatory report regarding annual stock option grant
Dec 09, 2011
OTC Disclosure News Service
1030 Vienna, Austria –
Vienna (Austria), December 9, 2011 – Intercell AG (VSE: ICLL) today published the following report required under Austrian law in connection with the grant of 1,500,000 stock options to management and employees under an authorization which was approved by the Annual Shareholders Meeting held in June 2011. Under the terms of the company’s option program, options will vest during the next five years and will only be exercisable in case of an increase of Intercell’s share price of at least 15 percent. In addition, the company announced that its members of the management and supervisory boards are returning 542,000 outstanding options granted in the years 2007, 2008 and 2009.
Report pursuant to Section 159 Para 3 and Para 2 lit 3 and Section 95 Para 6 of the Austrian Stock Corporation Act
Stock Option Program
Pursuant to Section 4.11 of the Articles of Association in accordance with Section 159 Para 3 of the Stock Corporation Act the Management Board is authorized to increase the share capital until June 10, 2016 by up to a nominal amount of € 1,500,000.00 in one or several tranches to allocate stock options to employees, executive employees and members of the Management Board of the Company or its subsidiaries subject to the approval of the Supervisory Board (authorised conditional capital 2011).
On December 9, 2011, the Management Board has, in accordance with the aforementioned authorisation, passed the resolution to conditionally increase the share capital of the Company by € 1,500,000 through the issuance of up to 1,500,000 new ordinary no-par value bearer shares with a nominal value of € 1.00 per share. The share capital shall be increased only to the extent that the beneficiary option holders to whom stock options were allocated actually exercise their subscription rights. The resolution of the Management Board has to be authorized by a resolution of the Supervisory Board. At least two weeks before the resolution of the Supervisory Board is passed, a report pursuant to Section 159 Para 3 and Para 2 lit 3 of the Stock Corporation Act has to be published according to Section 82 Para 9 and Para 8 of the Austrian Stock Exchange Act. Publication pursuant to the Stock Exchange Act replaces publication under the Law on Stock Corporations (Section 82 para 10 Stock Exchange Act).
Principles and incentives underlying the options
Trough the issuance of stock options, the motivation of the beneficiary option holders to contribute to the value creation of the Company shall be increased.
Existing options and granting of options
Until now, the following numbers of stock options have been granted (excluding options that have been cancelled):
Beneficiaries Numbers of options
Members of the Supervisory Board
Michel Gréco(Chairman) 53,750
Ernst Afting 61,250
James R. Sulat 52,500
Alexander von Gabain 270,000
Hans Wigzell 55,000
Thomas Szucs 10,000
Members of the Management Board
Thomas Lingelbach 450,000
Reinhard Kandera 272,000
Stapha Bakali 150,000
Executive employees 578,400
Other employees 221,875
Employees of subsidiaries 683,071
The table still includes 542,000 options granted in the years 2007, 2008 and 2009, which the members of the management and supervisory boards are returning to the Company.
Now, an additional number of 1,500,000 options shall be granted, thereof 178,000 to employees, 379,000 to executive employees, 493,000 to employees of subsidiaries, 150.000 to the member of the Management Board Thomas Lingelbach, 150.000 to the member of the Management Board Staph Bakali and 150.000 to the member of the Management Board Reinhard Kandera. As underlying shares to serve the exercise of these options new shares from the above mentioned conditional capital shall be used and partly also own shares of treasury stock may be used, therefore the report is also submitted according to Section 95 Para 6 Stock Corporation Act by the Management Board and by the Supervisory Board.
The number of stock options offered to each employee and executive employee are subject to a resolution of the Management Board according to the principles stated in the ESOP 2011. The allocation of stock options to the members of the Management Board is subject of a resolution of the Supervisory Board.
Principle conditions of the stock option agreements
(i) Each beneficiary is entitled, subject to the detailed provisions of a stock options agreement, which includes the provisions of the ESOP 2011, and subject to the payment of the strike price to convert one option into one share. The strike price, i.e. the price which the beneficiaries have to pay to the Company in order to exercise their options, shall be € 1.94 (the last closing price of the Intercell share prior to the publication of this report). If the last closing share price prior to the date of the resolution of the Supervisory Board is higher, such higher price shall be the strike price.
(ii) The exercise of the options is subject to the achievement of an exercise hurdle. The exercise hurdle is achieved if the closing price of the Intercell share on the day prior to the start of an execution window is at least 15 percent above the strike price.
(iii) The term of the options is limited with the expiry of the execution window in the fifth year following the calendar year in which the options were granted. 25% of the options granted to the beneficiaries become exercisable in each of the second, the third, the fourth and the fifth year following the year in which the options were granted. For options that are granted as special incentive, in particular in connection with the engagement of new executive members the first exercise can be determined deviant. In case of a change of control through taking over of more than 50% of the proportion of the voting rights of the Company all outstanding options are exercisable with the effectiveness of the take over. In any other case the options are only exercisable during an execution window.
(iv) The execution windows are periods of up to four weeks each, determined by the management board of the Company. An annual execution window starts the day after every annual ordinary shareholder’s meeting during the term of the options, in which the options may be exercised. The management board may determine an additional execution window per year. The time when an option becomes first exercise will not be affected by this.
(v) The options are not transferable except for a transfer by death.
(vi) No lock-up period exists with respect to the shares received from exercising the options.
(vii) The ESOP 2011 is available at the Company’s head offices and may be inspected by every shareholder. Upon request, every shareholder shall receive a copy of the ESOP 2011 in a timely manner and free of charge.
Vienna, December 9, 2011
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