Employee stock option plan: Stock option plan for the company’s Philippine subsidiary
DEL MONTE PACIFIQUE LIMITED
(Incorporated in the British Virgin Islands)
SHARE OPTION PLAN FOR
THE COMPANY’S PHILIPPINE SUBSIDIARY
Pursuant to Singapore Stock Exchange (“SGX”) Rule 843 (4), the Board of Directors of Del Monte Pacific Limited (the “Company” wishes to disclose the main terms of the 2021 Long Term Incentive Plan (the “Plan”) established and implemented by the Company’s subsidiary, Del Monte Philippines, Inc. (“DMPI”) for its employees. The plan was approved by the DMPI Board of Directors on October 4, 2021.
As of October 4, 2021, DMPI established the Plan for the purpose of providing designated employees of DMPI with the opportunity to receive grants of unqualified stock options (“Options”). The Compensation and Stock Option Committee (the “Committee”) and the Board of Directors of DMPI have approved the Plan. The following is a summary of the main terms of the Plan in accordance with SGX Rule 843 (4).
Participation in the plan is limited to employees of DMPI (including any officer who is also an employee), who will be qualified and approved by the committee from the list of potential participants identified by management as essential to the implementation of the plan. DMPI’s long-term plan.
The Plan is administered and interpreted by the Committee. The committee has full power and express discretionary authority to administer and interpret the plan, to make factual decisions and to adopt or modify such rules, regulations, agreements and instruments for the implementation of the plan, at its sole discretion. The committee can modify or terminate the plan at any time; provided, however, that the Committee cannot amend the Plan without the approval of DMPI shareholders if such approval is required in order to comply with applicable laws or stock market requirements.
Main conditions of the scheme
Grants under the Plan consist of options and are subject to the terms of the Plan and the terms and conditions specified to the Participant in the applicable grant agreement. Subject to certain adjustments described below, the maximum total number of DMPI Shares that may be issued under options (the “Shares”) under the Plan may be up to 2% of the total issued and outstanding common shares of DMPI. DMPI. None of the limits set out in SGX Rule 845 should be exceeded.
The committee determines the number of shares under each option and the beneficiary of each grant. Each option to be granted under the plan has a term of five years; 50% will vest in the third year from the grant date while the remaining 50% will vest in the fifth year from the grant date. Each option will vest in accordance with this vesting schedule if the beneficiary continues to be employed by DMPI from the grant date until the applicable vesting date. Any unvested option will be forfeited upon termination of service of the participant and may be made available for reissue to another participant. However, the vested options will remain exercisable by a separate participant for 90 days from the separation of DMPI or in the event of death or disability, the vested options may be exercised by the legal heirs or legal representatives of the participant within a period of time. one year from this event.
Recipients of grants under the Scheme are not required to pay any amount when applying for or accepting the grant. The exercise price of options granted under the plan will not be less than the fair market value of a share on the grant date. Once an option is exercised, the voting, dividend, transfer and other rights attached to the shares are the same as for other ordinary shares of DMPI, provided that the shares remain outstanding.
Upon vesting of an option, the beneficiary of an award will have the right to require DMPI to redeem all or part of the vested portion of an option at the applicable fair market value of a share, less the strike price. To the extent that part of an option has been exercised and DMPI redeems the shares distributed during the exercise, DMPI will purchase the shares at the applicable fair market value of the shares.
In the event of a change in the number, type or value of Shares in circulation (i) due to a stock dividend, demerger, recapitalization, stock split or combination or exchange of shares, (ii) due to a merger, reorganization or consolidation, (iii) due to a reclassification or change in nominal value, or (iv) in due to any other extraordinary or unusual event affecting the outstanding Shares as a class without DMPI receiving any consideration, or if the value of the Shares is substantially reduced as a result of a demerger or the payment by DMPI of a dividend or an extraordinary distribution, the maximum number of shares available for issue or transfer under the plan, the maximum number of shares for which a person can receive grants in a year, the type and number of shares covered by the outstanding grants, the typ e and the number of shares issued or transferred and to be issued or transferred under the plan, and the price per share or applicable market value of such awards shall be adjusted fairly by the Committee, as the Committee deems appropriate, to reflect any increase or decrease in the number, or change in the type or value of the issued or transferred Shares in order to prevent, to the extent possible, the expansion or dilution of the rights and benefits under the plan and these ongoing grants; it being understood, however, that the fractional shares resulting from such an adjustment will be eliminated.
The Board of Directors of DMPI may modify or terminate the plan at any time; provided, however, that the Board does not amend the Plan without the approval of DMPI shareholders if such approval is required in order to comply with the Code or applicable laws, or to comply with applicable stock exchange requirements. More specifically, certain provisions of the Plan relating to matters contained in the SGX Registration Rules cannot be changed for the benefit of the participants without the prior approval of the shareholders of the Company.
DMPI will provide assistance to the Company in making disclosures regarding the Plan in accordance with section 852 of the SGX Registration Rules.
BY ORDER OF THE COUNCIL
Antonio Eugenio S. Ungson
October 5, 2021
Del Monte Pacific Limited published this content on 05 October 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 05 October 2021 02:59:03 AM UTC.