Ubisoft 2001 Annual Report Download - page 98

98
TENTH RESOLUTION
(Empowerment of the Board of Directors to grant options for
the subscription and/or purchase of stock)
The General Meeting, having taken note of the report of the
Board of Directors and the special report of the Statutory
Auditors, proceeding under the conditions of quorum and
majority laid down for Extraordinary General Meetings, hereby
authorizes the Board of Directors, pursuant to Articles
L 225-177 et seq. of the Code du Commerce to grant, on
one or more occasions, to the employees and executives of
the Company and affiliated companies, subject to the conditions
laid down in Article L. 225-180 of the Code du Commerce,
options granting entitlement to the subscription of stock in
the Company (stock subscription options) and the purchase
of stock in the Company (stock purchase options):
■ to make use of the present authorization within a maximum
period of thirty-eight months from the date of the present
General Meeting;
■ to stipulate that the present authorization automatically
entails, for the benefit of those granted subscription
options, the express relinquishment by shareholders of
their preferential rights to the subscription of the shares
issued as and when the subscription options are exercised.
It is made clear however that the Board of Directors may
not grant options to the officers or employees of the
Company or affiliated companies subject to the conditions
laid down in Article L. 225-180 of the Code du Commerce,
where they hold more than 10% of the total share capital,
in accordance with the provisions of Article L 225-182 of
the Code du Commerce.
The total number of new shares which may be subscribed or
purchased by the beneficiaries of the options granted by the
Board of Directors shall not exceed 2.5% of the total
amount of stock comprising the share capital of the Company
at the date of allocation of such options by the Board and
prior to the inclusion of the shares possibly issued following
the exercise of the stock subscription options granted,
taking into account any adjustments which may be made.
The subscription or purchase price to be paid by beneficiaries
of the options shall be set by the Board of Directors on the
date on which it grants such options, subject to the following:
■ with regard to options for the subscription of stock: -
the price of subscription options shall not be less than
80% of the average opening price during the twenty trading
sessions preceding the day of the Board meeting at which
such options are granted;
■ with regard to options for the purchase of stock: - the
price shall not be less than 80% of the average purchase
price for shares held by Company under Articles L. 225-
208 and L. 225-209 of the Code du Commerce.
The price set for the subscription or purchase of stock may
not be modified during the term of the option, other than to
effect the adjustments which must be performed by the
Board of Directors in the various cases specified in Article
L. 225-181 of the Code du Commerce.
Such options cannot be granted by the Board of Directors:
■ during the period defined by the ten trading sessions
preceding and following the date on which the consoli-
dated financial statements, or failing these the annual
company financial statements, are published;
■ during the period between the date on which the mana-
gement of the Company becomes aware of information
which, if it were in the public domain, could have a signi-
ficant impact on the market price for stock in the
Company, and a date ten trading sessions after that on
which such information is effectively made public.
The General Meeting hereby grants all necessary powers to
the Board of Directors to set the maximum period for the
exercise of options, which shall not exceed ten (10) years
from the date of allocation, and the period from the date of
exercise of the option during which the stock must be retained
by the beneficiaries, which shall not exceed three (3) years
from the date of exercise.
In accordance with Article L 225-184 of the Code du Commerce,
the Board of Directors shall inform the shareholders each
year, in a report to the Annual General Meeting, of all opera-
tions conducted under the terms of the present resolution.
In the event that the options for the subscription and/or the
purchase of stock are allocated to individuals domiciled or
resident abroad, or to individuals domiciled or resident in
France but subject to foreign tax regimes, the Board may
amend the terms applicable to such subscription and/or
purchase options in order to ensure that they comply with
the provisions of governing foreign law and ensure the most
favorable tax treatment possible. To this end the Board
may, at its sole discretion, adopt one or more sub-plans for
each category of employees which are subject to foreign
law. Some of these options may, most notably, be intended
as Incentive Stock Options in the meaning of the United State
Internal Revenue Code and may be made subject to further
conditions compliant with the spirit of this type of plan in
order to meet the requirements of this specific regime.