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The remuneration to the senior executives shall consist of a base salary, variable compensation, long-term incentive programs, pension premium and additional benefits. The base salary reflects the position, qualification and individual performance.
The remuneration for Epiroc’s senior executives shall consist of a base salary, variable compensation, long term incentive programs, pension premium and additional benefits. The base salary shall reflect the position, qualification and individual performance and the variable compensation shall be dependent on the extent to which predetermined quantitative and qualitative goals are met. The variable compensation is limited to a maximum of 70 percent of the base salary for the President and CEO, to 60 percent for the business area executives and to 40 percent for the other senior executives. In case of termination of employment of a senior executive by the Company, the compensation amounts to between 12 and 24 months base salary depending on age, length of employment and possible income from other economic activity or employment.
It is important, and it is also deemed to be in the best interest of the shareholders, that key personnel in Epiroc have a long term interest in a good value development of the shares of the Company and align their performance in a manner that enhances such a development. The annual general meeting of Epiroc held on April 25, 2018 thus resolved, based on a proposal from the board of directors, to introduce a performance based personnel option plan for 2018. The performance based personnel option plan is directed at a maximum of 100 key employees in Epiroc, who will have the possibility to acquire a maximum of 3,200,000 shares of Class A in Epiroc.
The issuing of options depends on the value increase, expressed as Economic Value Added, of Epiroc during 2018. In an interval of SEK 700,000,000, the issue varies linear from zero to 100 percent of the maximum number of options. The participating key employees are divided into different categories, with different amounts of maximum issues of options, depending on their positions. The issuing of options will take place not later than March 20, 2019. The term of the options is seven years from granting, and the options are exercisable not earlier than three years from granting. The exercise price shall be set to an amount corresponding to 110 percent of the average of the closing rates on Nasdaq Stockholm of Epiroc’s Class A shares during a period of ten business days following the date of the publishing of the full-year summary 2018. A participant must be employed in order to exercise its options. The options are not transferable.
A prerequisite for the participation of the senior executives and division presidents (twelve participants) in the performance based personnel option plan is an investment of a maximum of ten percent of the participants’ respective base salaries for 2018, before tax, in series A shares of Epiroc. The investments may be made in cash or by payment of shares, however not shares that are obtained as part of the performance based stock option plans for 2016 and 2017. Senior executives and division presidents who have invested in Epiroc series A shares as part of the performance based personnel option plan will, in addition to the proportional participation in the plan, have a right to acquire a matching number of shares three years after the investment at a price equal to 75 percent of the market value upon which the exercise price for the shares in the 2018 option plan was based, subject to continued employment and continued ownership of the shares. A maximum number of 60,000 matching shares may be acquired.
The performance based personnel option plans in Atlas Copco for the years 2014–2017 will in accordance with their terms be split between Atlas Copco and Epiroc in connection with the distribution and listing of Epiroc on Nasdaq Stockholm. Approximately 90 key employees of Epiroc will under the performance based personnel option plans for the years 2014–2017 receive options relating to the share in Epiroc and thus receive incentives related to the performance of Epiroc.
The value of the options received will correspond to the value of the options in Atlas Copco held by the relevant Epiroc employees. The terms and conditions for the performance based personnel option plans for the years 2014-2017 are in all material respects similar to the terms and conditions for the performance based personnel option plan for 2018 in Epiroc.