ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

(l)The contracting of services related to admission of theCompany’s shares to trading in a stock exchange, anddecisions concerning said processdirectly to the Board of Directors, to such BoardCommittees as may be created, to the Chairman or to theCompany’s Managing Director.(m) Appointment of consultants to advise on the strategyand development of the Company and its subsidiaries.Appointment of legal advisers to monitor the corporateactivity of the Company and its subsidiaries(n) Adoption of any agreement between the Company andthe Managing Director, or between the Company andits shareholders, except those which by law require theapproval of the shareholders in General Meeting.(o) Initiation or termination of legal proceedingsAll the powers of the Board of Directors will be delegated to theManaging Director except those described above.8. Significant resolutionsPursuant to Article 130 Act of the fourth Additional Provisionof the Spanish Public Limited Companies Act, an Equity BasedIncentive Plan (EBIP) for the directors, managers and employeesof Cellerix S.A. was approved at the shareholders AnnualGeneral Meeting held on 22 November 2007, with the followingterms:;(a) Implementation of the EBIP: The EBIP consists ofthe granting of share options in Cellerix allowing itsbeneficiaries to obtain shares in the Company at a priceset at the time the option is granted, provided that therequisites established by the Board of Directors in eachcase have been fulfilled.The options will be awarded without charge and are nottransferable inter vivos, but may be transferred mortiscausa according to the terms established by the Board ofDirectors.The options are not exercisable in the first twelve monthsof the Plan, i.e. in 2008.(b) Option Plan beneficiaries: The Option Planbeneficiaries are directors, managers and employeesof the Company as designated by the Board ofDirectors. The maximum number of beneficiaries is,approximately, 60.These beneficiaries may include persons holding thepost of Executive Director or General Manager, andemployees at senior management level who report(c) Award of Options: To receive options under the Plan,the beneficiary must work for the Company under anemployment, commercial or service agreement at theaward date, and must commit their services exclusivelyto the Company and assume other such commitments asare required.(d) Duration: The Options Plan will be in force for amaximum of six years from 6 August. Without affectingthis period, if the Company’s shares are not tradedon the Stock Market, the options exercise period willcommence on the date that the shares are admitted totrading and will be extended to, at the latest, 6 August2015. Notwithstanding the above, if there is a changein the Company’s controlling ownership (in accordancewith the definition of “control” established in Article 4of the Spanish Securities Market Act), the Options Planwill be considered to be fully paid, unless pursuant tothe request of the acquiring third party, the Beneficiariesagree with the acquirers to an additional transition periodof up to one year.(e) Maximum number of Cellerix shares includedin the Options Plan: No more than 453,550 of theCompany’s shares may be included in the Options Plan,representing 8% of the Company’s capital stock.This limit will not be affected by the possible inclusion ofnew Beneficiaries in the future.(f) Option Plan coverage: To cover the Options Plan,the Company may resolve to issue new shares, useown shares held as treasury stock or contract a suitablefinancial instrument, and/or enter into the relevantcontracts with a reputable creditworthy financialinstitution or entity associated with the Company toallow future delivery of the Company shares to theBeneficiaries on exercise of their Options.(g) Previous compensation plans: From 2008, the EBIPwill replace all existing employee incentives.On 15 October 2010, the Company’s Shareholders’ GeneralMeeting approved a modification to the conditions of the 2008EBIP, as follows:7 •