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 process(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 exclusively(m) Appointment of consultants to advise on the strategyto the Company and assume other such commitments asand development of the Company and its subsidiaries.are required.Appointment of legal advisors to monitor the corporateactivity of the Company and its subsidiaries(d) Duration: The Options Plan will have a maximum termof six years from 6 August 2007. Notwithstanding the(n) Adoption of any agreement between the Company andaforementioned condition, if the Company’s shares arethe Managing Director, or between the Company andnot listed for trading, the options exercise period willits shareholders, except those which by law require thecommence on the date that the shares are admitted toapproval of the shareholders in General Meeting.trading and will be extended to, at the latest, 6 August(o) Initiation or termination of legal proceedings2015. Notwithstanding the aforementioned conditions,if there occurs a change in the controlling ownershipAll the powers of the Board of Directors will be delegated to theof the Company (within the meaning of “control” givenManaging Director except those described above.in Article 4 of the Spanish Securities Market Act), the9. Significant resolutionsPursuant to Article 130 Act of the fourth Additional Provisionof the Spanish Public Limited Companies Act, an Equity Based(e)Incentive Plan for the directors, managers and employees ofCellerix S.A. was approved at the shareholders Annual GeneralMeeting held on 22 November 2007 on the following terms:(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 death according to the terms established by theBoard of Directors.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 reportdirectly to the Board of Directors, to such BoardOptions Plan will be deemed to have accrued, unlesspursuant to the request of the acquiring third party, theBeneficiaries agree with the acquirers to an additionaltransition period of up to one year.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.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.Previous compensation plans: From 2008, the EBIPwill replace all existing employee incentives.Committees as may be created, to the Chairman or to theCompany’s Managing Director.7 •(f)(g)At 31 December 2008 said plan was in force, the shares havingbeen transferred on two occasions, in July when the specificconditions of the Plan were approved, and in Decemberfollowing the carrying out of the capital increase SecondTranche Part Two.On this second occasion, additional conditions were introducedrelated to the permanent nature of the contracts of employeesjoining the Company after 1 September.