Reebok 2009 Annual Report Download - page 131

Furthermore, the shares may be
assigned to members of the Executive
Board as compensation by way of a stock
bonus subject to the provision that resale
by the Executive Board members shall
only be permitted following a retention
period of at least two years from the date
of assignment. Responsibility in this case
lies with the Supervisory Board.
In case of the sale of shares for
the above-mentioned purposes, share-
holders’ subscription rights are excluded.
If any of the transactions carried out on
the basis of this authorisation require
the approval of the Supervisory Board,
the Supervisory Board may transfer this
responsibility to one of its committees.
In addition, the Executive Board was
authorised by the Annual General Meet-
ing on May 7, 2009 to conduct the share
buyback pursuant to the resolved author-
isation, also by using equity derivatives
arranged with a financial institution in
close conformity with market conditions.
Subject to Supervisory Board approval,
adidas AG may sell put options issued for
physical delivery and/or buy call options
if the option conditions ensure that these
shares are only delivered if they were
purchased in compliance with the equal-
ity principle. All shares purchased by
using put and call options are limited to
a maximum value of 5% of the nominal
capital existing on the date on which the
resolution was adopted by the Annual
General Meeting (or, as the case may
be, a lower amount of nominal capital on
the date of utilisation of the authorisa-
tion). The term of the options must be
chosen in such a way that the shares are
acquired upon the exercise of the options
no later than November 6, 2010. The
authorisation furthermore sets out the
lowest and highest nominal value that
may be granted in each case.
For selling and cancelling shares pur-
chased using derivatives, the general
rules adopted by the Annual General
Meeting (set out above) are applicable.
As at December 31, 2009, adidas AG
does not hold any treasury shares.
Change of control/compensation
agreements
Material agreements entered into by
adidas AG containing a change-of-control
clause relate to financing agreements.
In the case of a change of control,
these agreements, in accordance with
common practice, entitle the creditor to
termination and early calling-in of any
outstanding amounts.
No compensation agreements exist
between adidas AG and members of the
Executive Board or employees relating
to the event of a take-over bid.
GROUP MANAGEMENT REPORT – FINANCIAL REVIEW GROUP BUSINESS PERFORMANCE Disclosures pursuant to § 315 Section 4 of the German Commercial Code 127