Finnish pharmaceutical company Orion Oyj (HEL:ORNBV) announced on Wednesday the decision by its board of directors on a new share-based incentive plan for the group's key persons.
Reportedly, the aim of the plan is to combine the objectives of the shareholders and the key persons in order to increase the value of the company, to commit the key persons to the company and to offer them a competitive reward plan based on holding the company's shares.
This plan includes five earning periods, which are the calendar years 2019, 2019-2020, 2019-2021, 2020-2022 and 2021-2023. The board of directors will decide on the earnings criteria and on targets to be established for them at the beginning of each earning period. The potential reward of the plan for the earning periods commencing in 2019 is based on achieving Orion's operating profit and net sales targets.
The potential reward will be paid partly as the company's class B shares and partly in cash after the end of each earning period. The proportion to be paid in cash is aimed to cover taxes and tax-related costs arising from the reward to a key person. Orion's board may decide to decrease the rewards to be paid to a key person if the limits set for Orion's long-term incentive plan rewards for one calendar year are exceeded.
There is a two year restriction period for the one year earning period and a one year restriction period for the two year earning period. The shares paid on the basis of the plan cannot be transferred during the restriction period with the exception that notwithstanding the transfer restrictions relating to the shares to be paid on the basis of the plan, a person belonging to the plan may purchase Orion's A shares at will and at his/her expense on the stock exchange or otherwise and enter these shares under the transfer restriction of the plan and after the acquisition, transfer a corresponding number of B shares under the transfer restriction. Restriction periods commence at the end of the earning period. There is no restriction period for the three year earning periods.
According to Orion, the target group of the plan consists of approximately 50 people. The total maximum amount of rewards to be paid on the basis of the plan is 700 000 Orion class B shares and a cash payment corresponding to the value of the shares. The total maximum amount includes a separate, so called reward for commitment part that the board of directors can use by a separate decision during the years 2019-2023. The maximum amount of the reward for commitment is no more than 100 000 shares and a cash payment corresponding to the value of the shares.
Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The core therapy areas of Orion's pharmaceutical R&D are central nervous system (CNS) disorders, oncology and respiratory diseases.
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