The Board of Directors of Oriola-KD Corporation has resolved on a new incentive plan for key personnel
Oriola-KD Corporation Stock Exchange Release 11 February 2010 at 8.40 a.m.
The Board of Directors of Oriola-KD Corporation has approved a new share-based
incentive plan for the Group's key personnel. The aim of the Plan is to combine
the objectives of the shareholders and the key personnel to increase the value
of the Company, to commit the key personnel to the Company, and to offer them a
competitive reward plan based on holding Company shares. The Plan constitutes a
crucial part of the Group key personnel remuneration program.
The new Plan includes three earning periods, calendar years 2010, 2011 and
2012. The Board of Directors of the Company will decide on the earnings criteria
for the earnings period and on the targets to be established for the criteria at
the beginning of each earning period. The potential reward from the Plan for the
earning period 2010 will be based on the Oriola-KD Group´s earnings before
interest and taxes (EBIT) and return on capital employed (ROCE) percentage. The
Board of Directors will have the possibility to change the earnings criteria for
the following earning periods.
The potential reward from the earning period 2010 will be paid in 2011 partly as
the company's class B-shares and partly in cash. The part to be paid in cash
will cover taxes and tax-related costs arising from the reward. No reward will
be paid if a key person's employment or service with a Group company ends before
the reward payment. The shares cannot be transferred during a restriction
period, which ends two years from the end of the earning period. Should a key
person's employment or service with a Group Company end during the restriction
period for reasons attributable to the key person, he/she must gratuitously
return to the company the shares given as reward, which are subject to the
transfer restriction. The President and CEO of the Company and the members of
the Group Management Team must hold 50% of the shares received on the basis of
the Plan as long as his/her employment or service with a Group company
If, at the time of payment of a reward based on the Plan, a key person's total
earnings exceed his/her previous year's total salary multiplied by 3.5, the
reward to be paid on the basis of this Plan will be reduced for such exceeding
part. Total earnings mean total salary together with annual bonus and long-term
incentive plan, and total salary means basic salary together with fringe
The Plan is a continuation of the share based incentive scheme for 2007-2009,
which includes 11-21 persons during separate earning periods. The last earning
period of the share based incentive scheme for 2007-2009 ended at the end of
2009. The share based incentive scheme for 2007-2009 comprised a maximum of
650,000 class B-shares.
The target group of the new Plan consists of approximately 55 persons. The Plan
comprises of a maximum of 1,200,000 class B-shares. The rewards to be paid on
the basis of the Plan will correspond to the value of a maximum total of
2,400,000 Oriola-KD Corporation class B-shares (including also the proportion to
be paid in cash).
The Board of Directors will separately decide on the targets to be established
for the earnings criteria and on potential amendments to the Plan after the
closing of the acquisition of the Swedish pharmacy chain.
Oriola-KD Corporation has on 10 February 2010 a total of 151,257,828 shares, of
which 47,667,359 are class A-shares and 103,590,469 class B-shares.
President and CEO
President and CEO
Tel. +358 10 429 2109
NASDAQ OMX Helsinki Ltd.
FI-02200 Espoo, Finland