Guthrie Annual Report 2006

Page 193

42. SHARE CAPITAL (cont’d.) Second Employees’ Share Option Scheme (cont’d.) The salient features of the Scheme are as follows: (a) The maximum number of new ordinary shares to be made available under the Scheme should not in aggregate, exceed five percent of the total issued and paid-up share capital of the Company, at any one time during the existence of the Scheme provided that: (i)

not more than fifty percent of the new shares available under the Scheme shall be allocated, in aggregate, to executive directors and senior management; and

(ii)

not more than ten percent of the new shares available under the Scheme shall be allocated to any individual or eligible employee who, individually or collectively through his associates, holds twenty percent or more of the issued and paidup share capital of the Company.

(b) Eligible employees comprise employees of the Company and its eligible subsidiary companies incorporated in Malaysia (“the Group”) including executive directors of the Company, who have attained the age of eighteen years and whose employment have been confirmed with at least one continuous year of service (inclusive of service during any probationary period) in the Group prior to the date of offer of options to subscribe for shares in the Company. An employee or executive director who is employed on a contract basis must have served the Group for a duration of at least three years (inclusive of service under any previous contract). (c) The total number of new shares for subscription and allotment to eligible employees under the Scheme shall not exceed twenty percent of the Maximum Allowable Allotment of the eligible employee in any year. (d) Eligible employees are allowed to participate in the Scheme currently in operation of only one member company of the Group. (e) The options to subscribe for new shares may be exercised at any time before the expiry of the Scheme and may be exercised either in full or in part or in lesser number of shares, provided that the number shall be in multiples of and not less than one hundred shares. (f)

The price at which the employees are entitled to exercise their options under the Scheme shall be at a discount of not more than ten percent on the simple weighted average market price of the Company’s shares, as shown in the daily official list issued by Bursa Malaysia Securities for five market days immediately preceding the respective dates of offer of the option shares or at par value of the Company’s shares, whichever is higher.

Annual Report 2006 191


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