ORION CORPORATION: The Board of Directors of Orion Corporation decided on an incentive plan for key persons
ORION CORPORATION STOCK EXCHANGE RELEASE 18 FEB 2010 AT 10.20 AM EET
The Board of Directors of Orion Corporation has approved a new share-based incentive plan for the Group key persons. 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.
The new Plan includes earning periods. The Board of Directors will annually decide on the beginning and duration of the earning periods in 2010, 2011 and 2012. 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. Two earning periods, calendar year 2010 and calendar years 2010-2012, commenced upon implementation of the Plan. The prerequisite for participation in the earning periods 2010 and 2010-2012 and for receipt of reward on the basis of these earning periods is that a key person holds the Company's shares, as determined by the Board of Directors. The potential reward of the Plan, for the earning period 2010, is based on the Orion Group's result development and on fulfillment of the above-mentioned participation prerequisite, and, for the earning period 2010-2012, on the total return on Orion Corporation class B share.
The potential reward will be paid partly as the Company's class B shares and partly in cash in 2011, on the basis of the earning period 2010, and in 2013 on the basis of the earning period 2010-2012. The proportion to be paid in cash will be used for taxes and tax-related costs arising from the reward to a key person. The value of reward to be paid on the basis of the Plan during one calendar year is a key person's gross annual salary multiplied by 1.5, in the maximum, at the date of the reward payment. Gross annual salary means total salary together with fringe benefits, excluding annual bonus and long-term incentive plan. The shares paid on the basis of the earning period 2010 cannot be transferred during the restriction period, which will end on 31 December 2012. If a key person's employment or service in a Group company ends during the restriction period, he or she must return the shares given as reward to the Company without compensation.
After the restriction period the members of the Group Executive Management Board must hold 50% of the shares paid on the basis of the Plan as follows: the President and CEO, as long as the total value of the Company's shares held by him corresponds to his gross annual salary, and any other member of the Group Executive Management Board, as long as the total value of the Company's shares held by him or her corresponds to half of his or her gross annual salary.
The target group of the Plan consists of approximately 30 people. The total maximum amount of rewards to be paid on the basis of the Plan is 500,000 Orion Corporation class B shares and a cash payment corresponding to the value of the shares.
Timo Lappalainen Olli Huotari
President and CEO SVP, Corporate Functions
Olli Huotari, SVP, Corporate Functions, tel. +358 10 426 3054, GSM +358 50 966 3054
Orionintie 1A, FI-02200 Espoo
Orion is an innovative European R&D-based pharmaceutical and diagnostic company with a special emphasis on developing medicinal treatments and diagnostic tests for global markets. Orion develops, manufactures and markets human and veterinary pharmaceuticals, active pharmaceutical ingredients and diagnostic tests. Orion's pharmaceutical R&D focuses on the following core therapy areas: central nervous system drugs, cancer and critical care drugs, and Easyhaler® pulmonary drugs.
The Group's net sales in 2009 amounted to EUR 772 million. The Company invested EUR 95 million in research and development. At the end of 2009, the Group had a total of 3,100 employees, of whom 2,500 worked in Finland and 600 in other European countries. Orion's A and B shares are listed on NASDAQ OMX Helsinki.