The Board Of Directors Of BioTie Therapies Corp. Has Approved Two Year Incentive Plan For Employees
The Board of Directors of Biotie Therapies Corp. has approved a new share-based incentive plan, the Stock Option Plan 2016 (the Plan), for the Group's employees for awards to be made in the period 2016 to 2017. The Plan is intended to form part of the remuneration, incentive and commitment program for the employees and to support the hiring of new employees as the Group increases the number of its employees to ensure that the currently recruiting clinical trials are conducted effectively and efficiently. The incentives support the attainment of the targets established by the Group and the implementation of the Group's strategy, as well as the Group's long-term productivity. The Plan also reflects the competitive environment in which the Group operates, particularly in the United States of America, and as an important tool in enabling the Group to attract and retain the right quality employees.
The maximum of new shares that may be issued pursuant to the Plan is 80,000,000 shares, which corresponds to maximum of 8.18 per cent dilution of the current outstanding shares of the Company.
As a result of the implementation of the Plan, there will be no further awards made under the Stock Option Plan 2014 or the Equity Incentive Plan 2014 (the 2014 Plans), so there will be no awards made under tranches 2014E or 2014F under the 2014 Plans. The maximum number of shares that may now be issued based on the awards made under the 2014 Plans is 13,405,750 shares, of which 6,840,000 are senior management awards and subject to a multiplier based on the growth in the share price over the three years ending December 31, 2016, which represents 55.08 per cent of the maximum number of shares that could have been awarded under the 2014 Plans.
The Board of Directors also announces that it intends to propose to the Annual General Meeting of the Company in May 2016 a Stock Option Plan for awards to be made to the Directors.
Further Information on the Stock Option Plan 2016
The maximum total number of stock options that may be issued pursuant to the Plan is 80,000,000 and they entitle their owners to subscribe for a maximum total of 80,000,000 new shares in the Company or existing shares held by the Company. The Board of Directors will decide on the distribution of the stock options. The stock options will be issued at no cost. The stock options will be divided into several tranches so that stock options that have equal exercise price and exercise period will form one tranche. The maximum number of stock options that may be issued during each of the calendar years 2016 and 2017 is the lower of 40,000,000 shares and four per cent of the total number of outstanding shares in the Company at the beginning of the relevant calendar year.
The share subscription price, for all stock options, will be the fair market value of the Company's shares, as determined based on the closing price of the Company's shares on Nasdaq Helsinki Ltd on the date on which the tranche of stock options has been issued. The shares must be paid upon subscription. The share subscription price will be credited to the reserve for invested unrestricted equity of the Company.
The share subscription periods, which will apply separately to each employee, for each tranche shall start one year after the date of issue. The share subscription period for all tranches of stock options will end ten years after the start of the calendar year in which the Plan was first approved by the Board. The subscription period for each tranche of stock options is, however, restricted as follows:
• 25 per cent of the award will vest one year after the issue of the stock option; and
• the remaining 75 per cent of the award will vest evenly at the start of each month for the thereafter following period of three years.
Should a stock option owner's employment or service in a Group company terminate, such person will:
• forfeit without compensation all stock options for which the relevant share subscription period has not begun, unless otherwise approved by the Board; or
• have a period of ninety (90) days in which to subscribe for the shares for which the relevant share subscription has begun or otherwise forfeit such stock options.
The theoretical market value of one stock option is €0.047. The maximum theoretical market value of the stock options is €3,792,000 in total. The theoretical market value of one stock option has been calculated through the use of Black & Scholes stock option pricing model with the following input factors: share price €0.16, share subscription price €0.16, risk free interest rate 0.06 per cent, validity of stock options on the average of 2 years and volatility of 53 per cent.
The Board of Directors decided on the Plan on the basis of the authorization granted by the Company's Annual General Meeting of Shareholders held on May 26, 2015. The full terms and conditions of the Plan are attached to this release. The Board of Directors may decide on any amendments and specifications to the terms and conditions of the Plan which are not considered as essential, as well as on all other matters related to the stock options.
The Board of Directors resolved that the members of the Senior Management team must keep at least 25 per cent of the net return from the new plan in Biotie Therapies Corp. shares, until a member's share ownership in total reaches the minimum share ownership level established by the Board of Directors. Such shares must be held as long as a member's employment or service in a Group company continues. The Board of Directors may, for particularly weighty reasons, permit exceptions to these ownership obligations. The Board of Directors further resolved that certain of the granted options are subject to the fulfilment of additional conditions set by the Board.
Turku, January 5, 2016
Biotie Therapies Corp.
Board of Directors
For further information, please contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION
Nasdaq OMX Helsinki Ltd
Main Media
www.biotie.com
The maximum of new shares that may be issued pursuant to the Plan is 80,000,000 shares, which corresponds to maximum of 8.18 per cent dilution of the current outstanding shares of the Company.
As a result of the implementation of the Plan, there will be no further awards made under the Stock Option Plan 2014 or the Equity Incentive Plan 2014 (the 2014 Plans), so there will be no awards made under tranches 2014E or 2014F under the 2014 Plans. The maximum number of shares that may now be issued based on the awards made under the 2014 Plans is 13,405,750 shares, of which 6,840,000 are senior management awards and subject to a multiplier based on the growth in the share price over the three years ending December 31, 2016, which represents 55.08 per cent of the maximum number of shares that could have been awarded under the 2014 Plans.
The Board of Directors also announces that it intends to propose to the Annual General Meeting of the Company in May 2016 a Stock Option Plan for awards to be made to the Directors.
Further Information on the Stock Option Plan 2016
The maximum total number of stock options that may be issued pursuant to the Plan is 80,000,000 and they entitle their owners to subscribe for a maximum total of 80,000,000 new shares in the Company or existing shares held by the Company. The Board of Directors will decide on the distribution of the stock options. The stock options will be issued at no cost. The stock options will be divided into several tranches so that stock options that have equal exercise price and exercise period will form one tranche. The maximum number of stock options that may be issued during each of the calendar years 2016 and 2017 is the lower of 40,000,000 shares and four per cent of the total number of outstanding shares in the Company at the beginning of the relevant calendar year.
The share subscription price, for all stock options, will be the fair market value of the Company's shares, as determined based on the closing price of the Company's shares on Nasdaq Helsinki Ltd on the date on which the tranche of stock options has been issued. The shares must be paid upon subscription. The share subscription price will be credited to the reserve for invested unrestricted equity of the Company.
The share subscription periods, which will apply separately to each employee, for each tranche shall start one year after the date of issue. The share subscription period for all tranches of stock options will end ten years after the start of the calendar year in which the Plan was first approved by the Board. The subscription period for each tranche of stock options is, however, restricted as follows:
• 25 per cent of the award will vest one year after the issue of the stock option; and
• the remaining 75 per cent of the award will vest evenly at the start of each month for the thereafter following period of three years.
Should a stock option owner's employment or service in a Group company terminate, such person will:
• forfeit without compensation all stock options for which the relevant share subscription period has not begun, unless otherwise approved by the Board; or
• have a period of ninety (90) days in which to subscribe for the shares for which the relevant share subscription has begun or otherwise forfeit such stock options.
The theoretical market value of one stock option is €0.047. The maximum theoretical market value of the stock options is €3,792,000 in total. The theoretical market value of one stock option has been calculated through the use of Black & Scholes stock option pricing model with the following input factors: share price €0.16, share subscription price €0.16, risk free interest rate 0.06 per cent, validity of stock options on the average of 2 years and volatility of 53 per cent.
The Board of Directors decided on the Plan on the basis of the authorization granted by the Company's Annual General Meeting of Shareholders held on May 26, 2015. The full terms and conditions of the Plan are attached to this release. The Board of Directors may decide on any amendments and specifications to the terms and conditions of the Plan which are not considered as essential, as well as on all other matters related to the stock options.
The Board of Directors resolved that the members of the Senior Management team must keep at least 25 per cent of the net return from the new plan in Biotie Therapies Corp. shares, until a member's share ownership in total reaches the minimum share ownership level established by the Board of Directors. Such shares must be held as long as a member's employment or service in a Group company continues. The Board of Directors may, for particularly weighty reasons, permit exceptions to these ownership obligations. The Board of Directors further resolved that certain of the granted options are subject to the fulfilment of additional conditions set by the Board.
Turku, January 5, 2016
Biotie Therapies Corp.
Board of Directors
For further information, please contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION
Nasdaq OMX Helsinki Ltd
Main Media
www.biotie.com