At the extraordinary shareholders’ meeting in Net Insight AB (publ) (”the Company) on October 28 2004 it was decided to, in accordance with the board’s revised proposal, issue a new Employee Stock Option Plan containing so-called employee stock options to give the possibility of acquiring not more than 6,700,000 shares of series B in the Company.
Employee stock options should be offered employees of the Company and its subsidiary company according to the following principles: Category 1 – Managing Director – the opportunity to acquire not more than 900,000 shares; Category 2 – other senior management personnel (5 persons) – the opportunity to acquire not more than 600,000 shares per person; Category 3 – other key personnel in defined projects (about 10 persons) –the opportunity to acquire not more than 150,000 shares per person; Category 4 – managers and specialists and other employees – the opportunity to acquire not more than 50,000 shares per person. The number of shares that it shall be possible to acquire with the support of the Employee Stock Option is determined against the background of certain profit and development goals, decided upon by the Board in advance, being achieved at certain points of time.
An Employee Stock Option gives the option holder the opportunity to acquire shares of Series B in the Company at a price per share equivalent to not less than 150% of the average closing price of the B Share on the Stockholm Stock Exchange 20 business days immediately after the date of the Shareholders’ Meeting. The employee free of charge shall receive the Employee Stock Options, and the duration shall be not more than four years. Utilization of Employee Stock Options shall be made possible in steps. Employee Stock Options are not transferable, and normally expire for the employee immediately upon cessation of employment as regards that part which has not been earned and can be utilized and otherwise after three months.
In order to ensure that the Company can fulfil its commitments to its employees as regards exercising Employee Stock Options, and in order to establish a safeguard against possible cash-flow effects of social security contributions for the program, the Board proposes that the Shareholders’ Meeting shall decide that the Company shall take up a subordinated loan of a nominal maximum SEK 100 through the issue of promissory notes combined with not more than 8,900,000 options for subscription to new shares of series B in the Company. As a result of this, the Company’s share capital may increase by a maximum of SEK 356,000.
Entitled to subscribe, with divergence from the shareholders’ preferential rights, is the Company’s subsidiary, Net Insight Consulting AB (”Consulting AB”), with the right and duty of the subsidiary company after subscription to separate the options and when required, by the employees through exercising the Company’s issued employee stock options, transfer options to employees provided that these are immediately used for subscription to shares. Consulting AB shall also have the right to dispose of options in order to cover social security contributions for the Employee stock option plan.
For more information, please contact:
Tomas Duffy, CEO, Net Insight AB.
Phone: +46 8 685 04 00, e-mail: tomas.duffy@netinsight.net
Fredrik Trägårdh, CFO, Net Insight AB
Phone: +46 8-685 06 01, e-mail fredrik.tragardh@netinsight.net
About Net Insight
Net Insight develops video and data networking equipment that combines 100% QoS with maximum network utilization and multicast to provide a network with superior efficiency. Our customers benefit from significantly reduced CAPEX and OPEX, and the ability to launch new revenue generating TV and video related services. Net Insight is quoted on the Stockholm Stock Exchange´s O list and has offices in Sweden and the USA. For more information, visit www.netinsight.net