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ESOP Policy

Employee Stock Option Plan (ESOP) Policy

1. Purpose:​

The Employee Stock Option Plan (ESOP) is established to incentivize and reward employees for their contributions to the success of the company, aligning their interests with those of shareholders, and fostering a sense of ownership and commitment among the workforce.

2. Eligibility:​

All employees of the company are eligible to participate in the ESOP. In particular, the following categories are eligible:

  • High Potential (HP): Employees demonstrating consistent high potential, value creation, efficiency, effectiveness, skills, and motivation.
  • Gold Digger (GD): Employees who have distinguished themselves over a period of at least 6 months with a significant contribution that has a decisive impact on company performance (for current or next year).
  • Key Person (KP): Employees with key competencies fundamental to the company's success.
  • Executives & Managers (E&M): Employees holding roles with high levels of responsibility and significant involvement in defining company objectives, strategy, and people management.

3. ESOP Candidature Process​

Each proposal should be submitted to the Steering Committee with a detailed explanation of the Reason for Candidature, including information related to performance, contributions to the company, achievements, leadership qualities and any other relevant factors (find attached a candidature form).

Candidature can be submitted to the Steering Committee by:

  • GOST & HR - in this case, each proposal may be submitted if obtains at least 5 votes in favor by GOST members and the unanimous approval from the HR team. The committee votes by secret ballot separately on each nomination.

  • each member of the Steering Committee;

The Steering Committee shall evaluate and vote on all proposals for the ESOP plan. To be confirmed, each candidate must receive a minimum of 3 votes in favor of the Steering Committee.

Please consider that the candidatures are reviewed by the Steering at the end of each quarter.

4. Approval Process:​

The final list of candidates for each quarter should be submitted for approval to the Company Board and Remuneration Committee.

5. Exercise of Options:​

Employees may exercise their stock options in accordance with the terms specified in their individual option agreements and the ESOP document.

As a general rule, the stock options shall have a vesting period of 6 months and a subsequent vesting period of 4 years base. Full benefits shall be realized over a 4-year period.

More in details, the ESOP will mature proportionally (i) based on the Performance Score, which will be determined on the percentage achievement of business milestones set for each Beneficiary by the Company board, on an annual basis, by March 31st of the reference year, and/or (ii) upon the expiration of the established timeframe, in each case for each Beneficiary, in their respective Option Contract (the "Vesting Period").

6. Forfeiture:​

Stock options shall be forfeited in the event of bad leaver status, including resignation, termination for cause, etc, and in some cases of good leaver status. All the terms and conditions shall be specified in their individual option agreements and the ESOP document.

7. Tax Considerations:​

Participants are advised to consult with their personal tax advisors regarding the tax implications of receiving and exercising stock options under the ESOP.

Please note that the tax impact resulting from the monetization of ESOPs, due to UNGUESS's status as an Innovative SME, benefits from a favorable substitute tax rate of 26%, according to the current tax legislation.