Annual Report 2012 - IOI Group

31. SHARE CAPITAL (Continued)31.1 Executive Share Option SchemeAn Executive Share Option Scheme (“ESOS”) was established on 23 November 2005 for the benefit of the executives and fulltime Executive Directors of the Group.The salient features of the ESOS are as follows:(a)Maximum number of shares available under the ESOSThe total number of new ordinary shares in the Company (“IOI Shares”), which may be made available under the ESOSshall not exceed 10% of the total issued and paid-up ordinary share capital of the Company at the time an offer ofoptions is made in writing by a committee appointed by the Board to administer the ESOS (“Option Committee”).(b)EligibilitySave for executives who are employed by the foreign subsidiaries of the Company (including the Malaysian subsidiariesof such foreign subsidiaries), and executives who are employed by subsidiaries of the Company, of which the Companyholds less than 75% of the issued and paid-up share capital, any executive (including Executive Director) of the Groupshall be eligible to participate in the ESOS if, as at the date of the Offer (“Offer Date”), the executive:i. has attained the age of 18 years;ii.iii.is in the full time employment and payroll of a company within the Group (other than a company which isdormant) for at least 3 years; andfalls within such other categories and criteria that the Option Committee may from time to time at its absolutediscretion determine.(The eligible employees above are hereinafter referred to as “Eligible Executive(s)”)No executive of the Group shall participate at any time in more than one ESOS implemented by any company withinthe Group. The executive to whom the option has been granted has also no right to participate, by virtue of the option,in any ordinary share issue of any other company.(c)Maximum allowable allotment and basis of allocationi. The aggregate maximum number of new IOI Shares that may be offered and allotted to any of the EligibleExecutives of the Group shall not exceed the maximum allowable allotment set out in the Bye-Laws and subjectto the following:●●the number of new IOI Shares allotted, in aggregate, to the Executive Directors and senior management of theGroup shall not exceed 50% of the total new IOI Shares that are available to be issued under the ESOS; andthe number of new IOI Shares allotted to any individual Eligible Executive, who either singularly or collectivelythrough persons connected with him/her (as defined under the Listing Requirements of Bursa MalaysiaSecurities Berhad) holds 20% or more in the issued and paid-up capital of the Company, shall not exceed 10%of the total new IOI Shares that are available to be issued under the ESOS.Annual Report 2012IOI CORPORATION BERHAD 189