To create coincidence of interests between the Executive Board of RTX Telecom A/S and the Company’s shareholders and to consider both short-term and long-term targets, RTX Telecom A/S considers it expedient to set up incentive programmes for the members of its Executive Board. Such incentive programmes may consist of any form of variable payment, including different share-based instruments such as share options and warrants, and non-share-based bonus agreements, which may be continuous, one-off and event-based.

 

Whether a person of the Executive Board is included by an incentive programm - and the specific agreements agreed upon - will be based on the ability to create coincidence of interests between the Executive Board of RTX Telecom A/S and the Company’s shareholders and to consider both short-term and long-term targets. In addition, the achieved and expected performance of the Executive Board, the consideration of motivation and loyalty and the overall situation and development of the Company will also be of importance.

 

The value of all share-based instruments (share options and warrants) granted within a specific financial year, may for the Executive Board amount up to 100% of the yearly gross salary. The value of the share-based instruments is calculated according to the Black & Scholes formula.

 

In an ordinary course of event the share options/warrants cannot be exercised until 36 months from the date of grant and must be exercised not later than 84 months from the date of grant. Specific agreements about exercise can be made in the event of extraordinary conditions during the period of agreement, eg retirement from Executive Board.

 

A non-share-based instrument, typically a result bonus agreement or a result agreement, may be valid for one or several years and/or may be dependent on the occurrence of a specific event concerning RTX Telecom A/S, eg sales or acquisition of important business areas or similar events.  Bonus payments dependent on continuing employment, loyalty or similar may also occur.

 

Payment of bonus depends on whether the conditions and targets defined in the agreement have been fully or partly met. This may be personal targets related to the performance of the individual member of the Executive Board, the performance of RTX Telecom A/S, the performance of one or several of RTX Telecom A/S’ business units, the continuing employment of the Executive Board until a specific point in time, or the occurrence of a specific event, for instance a change of control in RTX Telecom A/S or sales of one or more of RTX Telecom A/S' business units.  

 

Continuous result bonus agreements for Executive Board may give the persons of the Executive Board the possibility of achieving a bonus per calendar year of up to 100% of their yearly gross salary calculated before any bonus payments.

 

Bonus payments dependent on the occurence of a specific event, continuing employment or loyalty may – for each bonus factor – give the persons of the Executive Board the possibility of achieving a bonus per calendar year of up to 100% of the yearly gross salary calculated before any bonus payments.

 

Irrespective of the guidelines for the share-based and the non-share-based instruments described in item 2 og 3 the total value of all granted share-based and non-share-based instruments within one financial year may for each person of Executive Management not exceed 100% of the person’s yearly gross salary calculated before any bonus payments.