The Board of Directors of Tecnotree Corporation resolved on an incentive plan for key employees
Tecnotree Corporation
Stock Exchange Release
26 October 2011 at 9.45 am
The Board of Directors of Tecnotree Corporation has approved a new share-based incentive plan for the Group key employees. The aim of the Plan is to combine the objectives of the shareholders and the key employees in order to increase the value of the Company, to commit the key employees to the Company, and to offer them a competitive reward plan.
The new Plan includes three one calendar year performance periods, calendar years 2012, 2013 and 2014. The Board of Directors will decide on the performance criteria and on targets to be established for them before the beginning of each performance period. The prerequisite for receiving reward on the basis of the Plan’s first performance period is that members of the Management Board and key employees separately determined by the Board of Directors acquire the Company’s shares, as determined by the Board of Directors. The potential reward of the Plan, for the performance period 2012, will be based on the Tecnotree Group’s Earnings per Share (EPS) and Adjusted Operating Result, and, for the members of the Management Board and key employees separately determined by the Board of Directors, also on the fulfillment of the above-mentioned share purchase prerequisite. No reward will be paid on the basis of the performance period 2012, if the Group’s cash flow for the fiscal year 2012 is negative.
The potential reward will be paid partly as the Company’s shares and partly in cash in 2013, on the basis of the performance period 2012, as determined by the Board of Directors. The proportion to be paid in cash will be used for taxes and tax-related costs arising from the reward to a key employee. The shares paid on the basis of the performance period 2012 cannot be transferred during the restriction period, which will end on 31 December 2014. If a key employee’s employment or service in a Group company ends during the restriction period, he or she must return the shares given as reward to the Company without compensation.
The members of the Group Management Board and key employees separately determined by the Board of Directors must hold shares earned on the basis of the Plan, after the restriction period, as long as the value of the Company shares held by him or her, in total corresponds to 50% of his or her annual gross salary.
The Board of Directors may decide to pay the reward also fully in cash. In such cases the reward will be paid after the restriction period in 2015. The value of the reward will be determined on the basis of the share price upon reward payment. If a key employee’s employment or service in a Group company ends before the reward payment, no reward will be paid.
The value of reward to be paid on the basis of the Plan during one calendar year corresponds to a key employee’s gross annual salary multiplied by two, in the maximum, upon reward payment.
The target group of the Plan consists of approximately 25 key employees. The total amount of rewards to be paid on the basis of the performance period 2012 corresponds to an approximate maximum total of 1.6 million Tecnotree Corporation shares.
TECNOTREE CORPORATION
Board of Directors
FURTHER INFORMATION
Kaj Hagros, President and CEO, tel. +359 40 849 1749
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main media
www.tecnotree.com
About Tecnotree
Tecnotree is a global provider of a broad range of telecom IT solutions focused on charging, billing, customer care, messaging and content services. Tecnotree empowers communication service providers to create and monetize a broad marketplace of digital services, and augment value across the customer lifecycle. Acknowledged for agility and commitment, Tecnotree has more than 900 employees serving over 120 operators globally. Tecnotree is listed on the main list of NASDAQ OMX Helsinki Ltd. with the trading code TEM1V. For more information on Tecnotree visit www.tecnotree.com