the participants is generally made net after deduction of taxes (in Austria
payroll tax deduction).
For the Executive Board Members a cap of 200% of the Share Equivalents is
applicable for the number of vesting shares. In case of a cash payout, an
additional payout cap of 300% of the Target LTI is applicable for Executive
Board members.
If the approval of the share transfer has been given by the Supervisory Board on
the Vesting Date or earlier, transfer of the shares to be transferred under the
LTIP 2018 will be executed on the next business day after Vesting Date,
otherwise the transfer takes place at the beginning of the month following the
authorization, in each case subject to legal restrictions, if any. The Company
does not cover any share price risk caused by the delay or by the transfer.
If a payment is made in cash, the amount will be calculated by using OMV's
average share price (= average of the closing prices at the Vienna Stock
Exchange) over the three-month period January 1, 2021 - March 31, 2021.
In case any payment in cash or transfer of shares is based on incorrect data,
the amounts will be corrected and claimed back accordingly.
General rules for plan participants leaving early
* Participants leaving due to their own fault: Unvested awards are forfeited.
* Participants leaving due to no fault on their own: Unvested plans continue for
Executive Board members, pro-rated and settled in cash for Senior Managers.
* Retirement: Unvested plans continue.
* Death: Unvested plans are valued and settled in cash per date of death for
Executive Board members. The value shall be calculated based on the actual
performance until the date of death plus budget/MTP numbers for the remaining
time.
* Temporary leavers (Senior Managers): Unvested plans are suspended during the
leave (if more than 3 consecutive months) but continue for active periods of
employment.
Change of control in the ownership structure
In case of early termination of the appointment as an Executive Board member
and/or the related employment contract declared by the company following a
change of control in OMV, the full amount of the award is paid out in cash
immediately subject to the projected target achievement at that time. All other
early terminations following a change of control in OMV result in the
application of the leaver concept (see above).
2. Share part of the Annual Bonus 2020 ("Equity Deferral")
Plan purpose and objectives
The share part of the Annual Bonus 2020 ("Equity Deferral"), as an integrated
element of the annual bonus agreement, is a long-term incentive and compensation
instrument for Executive Board members that promotes retention and shareholder
alignment.
The share part of the Annual Bonus provides for a transfer of shares which are
counted towards the shareholding requirements under existing and future Long
Term Incentive plans until the requirements are reached (see Vesting/Payout
below). All shares to be granted under the share part of the Annual Bonus 2020
will be used to fulfill such personal investment and shareholding requirements
under the LTIPs, will be transferred to a trustee deposit account of the Company
and will be subject to a holding period.
Based on the resolution of the Annual General Meeting of the Company held on
September 29, 2020, an award of shares will be made to Executive Board members
in the amount of minimum 1/3 of their Annual Bonus, which is subject to a three
year holding period. A maximum 2/3 of their Annual Bonus will be paid out as a
Cash Bonus. In total, the maximum Annual Bonus can amount to 180% of the Target
Annual Bonus defined in the respective Executive Board member's contract.
Performance criteria and weightings
The Annual Bonus is based on the following performance criteria: 80% Financial
Targets, 20% Operational Target. In addition, a Sustainability Multiplier with a
value between 0.8 and 1.2 (this is +/- 20%) is applicable to the overall target
achievement, which will be determined at the discretion of the OMV Remuneration
Committee on the basis of pre-defined criteria.
The shares granted have to be reduced or returned in the case of a clawback
event. Furthermore, if the shares were allocated based on incorrect calculations
of the bonus, the Executive Board members are obligated to return or pay back
benefits obtained due to such wrong figures.
The performance criteria defined for the Annual Bonus must not be amended during
the term of the share part of the Annual Bonus ("Equity Deferral"). However - in
order to maintain the incentivizing character - the Remuneration Committee has
the discretion to adjust the threshold/target/maximum levels for the Financial
Targets based on actual oil/gas price, fx-rate, force majeure events or
externally imposed production limitations etc. compared to assumptions at the
time of target setting in case of material changes in external influences. In
case impairments/write ups of assets/projects acquired/started before 31.12.2014
are done, the OMV Remuneration Committee will decide on a case-by-case basis if
an adjustment shall be made.
Plan mechanisms
Upon determination of the Annual Bonus by the Remuneration Committee, minimum
one third of the Actual Annual Bonus is allocated in shares and deferred while
the other maximum two thirds are paid out in cash. The share grant will be made
net (after deduction of taxes) in company shares which shall be transferred to a
trustee deposit, managed by the company, to be held for three years (holding
period). Dividends, if any, earned from the vested shares are paid out to the
Executive Board members in cash.
Determination of number of shares
The number of shares awarded is calculated as follows:
(Minimum) one third of the gross amount of the Actual Annual Bonus is divided by
the average closing price for OMV shares at the Vienna Stock Exchange over the
3-month period November 1, 2020 - January 31, 2021. The resulting number of
shares will be rounded down. Executive Board members may be granted shares up to
a maximum of one third of the Annual Bonus (i.e. one third of the maximum total
target achievement of 150% and the maximum Sustainability Multiplier of 20%).
Effective dates and term
* Plan start: January 1, 2020 as an integral part of the Annual Bonus
* Vesting Date: March 31, 2021
* Holding period for share part ("Equity Deferral"): 3 years from vesting
Share transfer/Pay-out
If authorization of the share transfer has been given by the Supervisory Board
on Vesting Date or earlier, the transfer of bonus shares will be executed on the
next business day after the Vesting Date, otherwise the transfer takes place at
the beginning of the next month following the authorization. As the plan's
payout structure is pre-defined and does not require an active decision by the
Executive Board members, transfer will be executed irrespective of trading
windows. The Company does not cover any share price risk caused by the delay or
by transfer.
The payment of shares to the participants is made in the form of restricted
shares (net after deduction of taxes), subject to legal restrictions, if any.
The shares must to be held three years from vesting (holding period).
In addition to the payout caps defined for the LTIP and the Annual Bonus, a
maximum Total Annual Compensation is contractually defined by the Remuneration
Committee for each Executive Board member.
Leaving Executive Board members
The rules outlined above for the LTIP 2018 apply, however, the vesting of
unvested awards for leavers due to no fault on their own or in the case of
retirement and permanent disability remains subject to a decision to be made by
the Remuneration Committee at its discretion.
Clawback
Under the following circumstances, the Remuneration Committee may reduce the
number of shares vesting under the share part of the Annual Bonus or may request
from the Executive Board members a retransfer of shares which have been granted
or allocated under the share part of the Annual Bonus:
* Adjustment of audited financial statements due to a mistake.
* Material failure of risk management which leads to significant losses.
* Serious misconduct of individual Executive Board member which violates
Austrian law.
3. Number of awardable shares
Based on the above mentioned criteria of the LTIP 2018 as well as the share part
of the Annual Bonus 2020 ("Equity Deferral") and the respective maximum
achievements of the performance criteria, the maximum numbers of bonus shares
awardable to the current and former members of the Executive Board and other
Senior Executives are as set out below. The decisions of the participants to opt
for payout in shares under the LTIP 2018 have been considered. The actual number
of shares to be transferred is subject to a resolution by the Supervisory Board
of OMV and will be published separately.
(i) Current and former members of the Executive Board:
Chief Executive Officer: 28,635
Deputy Chief Executive Officer/Executive Board member responsible for Upstream:
23,098
Executive Board member responsible for Finance: 19,328
Executive Board member responsible for Refining & Petrochemical Operations:
18,129
Executive Board member responsible for Marketing & Trading: 7,600
(ii) Other Senior Managers: 58,487
The numbers of shares mentioned above are gross numbers at maximum performance
achievement level. The actual number of shares to be transferred after
assessment of the actual performance achievement will be a net amount after
deduction of taxes and duties and will be published after the transfer on the
website of OMV (https://www.omv.com/en/investorrelations/omv-share/mandatory-
disclosures).
4. Exclusion of shareholders' general right to purchase shares
As outlined above, OMV treasury shares shall be granted to the members of the
Executive Board and other Senior Managers of OMV Group under the LTIP 2018 and
(MORE TO FOLLOW) Dow Jones Newswires
February 18, 2021 03:00 ET (08:00 GMT)