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  • OFS-2.6 OFS-2.6 Employee Stock Option Plan

    • OFS-2.6.1

      Any employee stock option plan of a listed issuer utilising its equity securities requires CBB approval.

      January 2014

    • OFS-2.6.2

      The issuer may reserve up to 10% of its total issued securities, for its directors and employees through an employee stock option plan.

      January 2014

    • OFS-2.6.3

      The employee stock option plan must be approved by the shareholders at the General Assembly. The issuer must provide the shareholders' General Assembly with full details and information about the terms, conditions, eligibility criteria and timeframe and all information included under Rule OFS-2.6.4.

      January 2014

    • OFS-2.6.4

      The employee stock option plan must contain provisions relating to:

      (a) The persons to whom securities may be issued or sold under the plan ("participants");
      (b) The total number and/or amount of the securities to be issued or purchased on a licensed exchange;
      (c) Entitlement in terms of number and amount of securities for any one participant;
      (d) The amount payable on application or acceptance, and the basis for determining the subscription or sale or option price, and the period in or after which payments or calls or loans to provide the same, may be paid or called;
      (e) The time limit for the plan;
      (f) The period during which the participants must not dispose of the allotted securities, if applicable; and
      (g) The voting, dividend, transfer and other rights, including those arising from the liquidation of the company attached to the securities.
      January 2014

    • OFS-2.6.5

      Any announcement made prior to receiving the approval of the CBB must clearly state that the employee stock option plan is subject to the approval of the CBB.

      January 2014

    • OFS-2.6.6

      The resolution must approve a specific plan and refer to either the plan itself, or to a summary of its principal terms included in the circular, which must contain all the provisions set out in Rule OFS-2.6.4. Where directors of the issuer are trustees of the plan, or have a direct or indirect interest in the plan, the circular must disclose the interest.

      January 2014

    • OFS-2.6.7

      All listed companies' securities held on behalf of the employees under an employee stock option plan or employee share benefit plan, must be held in trust by a trustee subject to the prior written approval of the CBB. The securities account opened and maintained at a licensed central depository for this purpose must be clearly identified as a trust account for the employee stock option plan or employee share benefit plan accordingly. Where employees are eligible to trade in the securities of the issuer held on their behalf in an employee stock option plan, the directors, executive management and any other key persons must not be eligible to hold the position of trustee of such plan.

      Amended: October 2017
      January 2014

    • Transitional Arrangement

      [This Sub-Heading was deleted in July 2018].

      Deleted: July 2018

      • OFS-2.6.7A

        [This Paragraph was deleted in July 2018].

        Deleted: July 2018

    • OFS-2.6.8

      Unless the securities subject to the same plan are identical with other securities, they must be separately designated.

      January 2014

    • OFS-2.6.9

      The plan may provide for an adjustment of the subscription or option price, or the number or amount of securities subject that such variation provides a participant the same portion of the equity capital as that to which he was previously entitled.

      January 2014

    • OFS-2.6.10

      The issue of securities as consideration for an acquisition will not be regarded as a circumstance requiring adjustment.

      January 2014

    • OFS-2.6.11

      An adjustment other than on a capitalisation issue must be confirmed in writing by the company's auditor and in its opinion be fair and reasonable.

      January 2014

    • OFS-2.6.12

      The plan must provide, or the circular must state, that the provision relating to the matters contained in Rule OFS-2.6.4 cannot be altered to the advantage of participants, without the shareholders' prior approval at a General Assembly.

      January 2014

    • OFS-2.6.13

      The plan and any other subsequent renewal or amendments to the terms of the plan are subject to the prior approval of the CBB.

      January 2014

    • OFS-2.6.14

      The holders or the owners of securities issued or subsequently issued under any employee share benefit plan, whether the issuer or the directors of the issuer are trustee of the plan or not, are subject to the provisions related to prohibition of abuse of inside information and insider trading laws including but not limited to those set out in Module MAM of CBB Rulebook Volume 6.

      January 2014