LensCrafters 2010 Annual Report Download - page 93

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
Vested options can be exercised within 90 days from the cancellation of the employment contract with the Company
only in the following specific cases: cancellation of the employment contract for reasons other than those stated in
the previous paragraph and for reasons other than retirement, such as having reached certain age limits, disability
and death; and in the event of among other things: i) consensual cancellation of the employment contract; and ii)
termination of the employment contract on the part of the Company for an objective justified reason.
The 2009 stock option plan is subject to the 2006 Stock Option Plan Regulations approved by the Shareholders Meeting
on June 14, 2006, under which the Board of Directors has the authority to administer the Plan and modify the terms of any
options.
Performance share plan
With regard to the allocation of the Performance Share Plan, the provisions of article 7 of the regulations approved by
the shareholders’ meeting of May 13, 2008 are applied to the Chief Executive Officer (available on the website of the
Company in the Governance/GM section under Shareholders/Archive/Shareholders’ Meeting of May 13, 2008). The text
of article 7 is quoted below:
“7.1 Since the right to the partial or full assignment of the Shares is also functionally linked to the permanence of the
Employment Contract between the Beneficiaries and the Company or the Companies with which they are affiliated, in
the event of cancellation of the Employment Contract when the Cancellation Date falls before the Assignment Date,
the provisions stated in the following paragraphs of this article 7 shall be applied, with exception for the power of the
Board of Directors to allow one or more of the Beneficiaries to partially or fully keep the Units or the power to make
the amendment in order to improve these rights, and hence, in particular, to give the Beneficiaries the power to assign
the Shares, either partially or fully, even in the absence of the related conditions.
7.2 In the event of the cancellation of the Employment Contract, when the Cancellation Date falls before the
Assignment Date due to (i) the voluntary resignation of the Beneficiary that is not supported by a Just Cause or by
one of the reasons stated in article 7.3, or due to (ii) dismissal for Just Cause or justified by a subjective reason, the
Beneficiary will lose all the Units definitively and, consequently any rights to the assignment of the Shares.
7.3 In the event of the cancellation of the Employment Contract, when the Cancellation Date falls before the Assignment
Date due to (i) the voluntary resignation by the Beneficiary that satisfies the requisites for retirement according to the
law and in 30 days following this termination the Beneficiary has submitted the request to be granted the relevant
pension; (ii) the Beneficiary suffers a permanent disability that prevents the Employment Contract from continuing;
(iii) death; (iv) dismissal for Just Cause nor justified by subjective reasons, the Beneficiary (or their legitimate heirs or
successors) shall have the right to maintain a number of Units, calculated in proportion to the period in which the
Employment Contract was carried out during the Period of Time in question. The further Units shall be understood to
be definitively discharged.
7.4 It is understood that the right of the Beneficiaries to the assignment of the Shares will in any case be suspended
starting from the time a letter concerning a disciplinary dispute is sent (in accordance with and pursuant to article 7
of Italian Law 300/70, if the Employment Contract is regulated by Italian law, or, otherwise, in compliance with the
provisions of the applicable legislation), until the time the notice is received in which the relevant sanction has been
imposed or the notice from the Company or the Company with which they are affiliated stating that they do not wish
to proceed with any sanction.
7.5 In the event that the Company or the Company with which they are affiliated transfers the Employment Contract
to another company within the Group and/or in the event of cancellation of the Employment Contract and consensual
establishment of a new Employment Contract with another company of the Group, the Beneficiary will maintain all the
rights assigned to him/her by the Regulations”.
Andrea Guerra is also a beneficiary of the “Delfin Plan” assigned by the principal shareholder in 2004. With regard to
this plan, in the event of cancellation of employment for reasons other than dismissal for just cause, the options can be
exercised within thirty days from the termination of the employment. In the event of dismissal for just cause the options
can no longer be exercised.