Employee Stock Option Plan

The ordinary shareholders’ meeting of June 2, 2005 approved authorized contingent capital in the amount of 1,032,016 ordinary bearer shares (no par shares) at an issue price of at least EUR 1.00 per share in return for cash contributions and excluding previous shareholders for servicing the employee share option plan. The Management Board resolved on December 22, 2005 to utilize this authorization and to carry out a contingent capital increase for the Company by up to EUR 1,032,016. This means that the capital can be increased by no more than EUR 1,032,016 and accordingly by 1,032,016 shares over the course of the next years, depending upon the conversion of options into shares by employees. The corresponding publication of the report pursuant to Section 159 Austrian Stock Corporation Act was made on December 28, 2005. Veröffentlichung Wiener Zeitung (PDF - 19.94 kB) (in German only)

Options granted under the terms and conditions of the option plan are subject to a condition precedent. The option to acquire corresponding shares under granted options thus only arises upon expiration of the periods stipulated below (“vesting periods”):

• 25% of the options may be exercised at the end of the second anniversary date following their granting.
• After this second anniversary date, in each case, an additional 12.5% of the options granted may be exercised after expiration of each additional full six-month period up to the fifth anniversary date of the granting of the options.

In the next 5 years, the following number of options will be vested (as of 12/31/2011):

Exercise windows (thrice annually):

• In each case, within ten trading days after the date of the Company’s ordinary shareholders’ meeting, in which the annual financial statements are approved;
• In each case, within seven weeks after the date of the publication of the Company’s semi-annual results, and
• In each case, within seven weeks after the date of the publication of the Company’s third fiscal quarter (Q3) results

The Optionee of a stock option can only exercise the option on the condition that, at the time of the exercise, the market price of update stock is at least 110% of the exercise price of the respective option.
Detailed information concerning the Stock Option Plan you find in the actual Annual Report 2009.