The Participants to the SIP are:
- Permanent and regular employees of the Company or its subsidiaries/ affiliates with at least one year tenure;
- officers and directors of the Company;
- officers and directors of subsidiaries/affiliates of the Company;
- other persons who have contributed to the success and profitability of the Company or its su bsid iaries/affiliates.
The SIP shall be administered by the Stock Incentive Committee composed of three directors or officers to be appointed by the Board of Directors. The Stock Incentive Committee shall determine the number of shares to be granted to a participant and other terms and conditions of the grant.
Unissued shares from the authorized capital stock or treasury shares, which together with shares already granted under the SIP, are equivalent to seven percent (7%) of the resulting total outstanding shares of the Company shall be allocated for the SIP.
The grant period is ten years from approval of the SIP by the Board, and after the approval of the SIP by the stockholders and filing of the SIP with the Securities and Exchange Commission (SEC), unless extended by the Board.
The shares awarded to a participant shall vest in two years: 50% on the first anniversary date of the award; and the other 50% on the second anniversary date of the award. Vesting grants the participant absolute beneficial title and rights over the shares, including full dividend and voting rights.
The Stock Incentive Committee shall grant or award shares to deserving employees and other participants who have demonstrated the following:
- Efficient and dedicated service to the Company or its subsidiary/affiliate;
- Loyalty to the Company or its subsidiary/affiliate;
- Contribution/help to the Company or its subsidiary/affiliate in achieving their targets or objectives;
- Protecting the Company or its subsidiary/affiliate from competition or from loss or damage.
Participants cannot assign, sell or encumber their unvested shares or rights to other employees or to third parties. In the event of retirement of a participant, the unvested shares shall automatically vest in full. In the event of death or total disability of a participant, the outstanding unvested shares shall vest in full and the shares will be released to the designated heirs of such participant.
The unvested shares shall be forfeited upon cessation from the service of the participant by termination or resignation, with or without cause.
A participant shall be responsible for any tax liability that may accrue as a consequence of a grant/award and vesting of shares under the SIP. The Company or its subsidiary/affiliate may withhold the appropriate amount of tax from the participant’s remuneration, or may sell a part of the vested shares to raise the funds necessary to pay the tax due.
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