|BEIGENE, LTD. filed this Form DEF 14A on 11/08/2018|
Table of Contents
- Share Option Term and Cancellation. The term of each Share Option shall be
fixed by the Administrator, but no Share Option shall be exercisable more than ten years after the date the Share Option is granted. Any share option granted but not exercised by the end of its option
term will automatically lapse and be cancelled.
- Circumstances under which options will lapse or otherwise be
terminated. Share options granted under the Second A&R 2016 Plan and the forms of award agreements used thereunder will generally lapse or
otherwise be terminated in accordance with their terms in any the following circumstances: upon the earlier of the expiration date of the option or (i) in the case of the grantee being a
consultant of the Company, upon the grantee's ceasing to be a consultant of the Company for any unvested options and three months after cessation of service for any vested options; (ii) in the
case of the grantee being a non-employee director, upon the grantee's ceasing to be a non-employee director for any unvested options and three years after cessation of service for any vested options;
or (iii) in the case of the grantee being an employee of the Company or a Subsidiary (as defined in the Second A&R 2016 Plan), upon the grantee's employment being terminated due to death
or disability, for cause or for any other reason for any unvested options, and for any vested options the date which is (x) 12 months following the employee's death or disability,
(y) the date of termination of employment, if for cause, and (z) three months following termination of employment for any other reason.
- Flexibility in designing equity compensation schemes. The Second A&R 2016
Plan allows us to provide a broad array of equity incentives, including awards of share options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, dividend
equivalent rights, and cash-based awards.
- Maximum Individual Limit. Unless approved by the Company's shareholders, in
accordance with the HK Listing Rules and the terms of the Second A&R 2016 Plan, the total number of ordinary shares issued and to be issued upon the exercise of share options granted under the Second
A&R 2016 Plan and any other plan of the Company to an individual grantee within any 12-month period shall not exceed 1% of the ordinary shares in issue at the date of any such grant.
- Limited vesting acceleration. Subject to limited exceptions, the Second A&R
2016 Plan provides that the vesting of awards may only be accelerated upon death, disability, retirement, termination of employment or a change in control (including a sale event).
- Repricing is not allowed. The exercise price of share options and share
appreciation rights will not be decreased in any manner without shareholder approval.
- Shareholder approval is required for additional shares. Any additional
increase to the maximum share reserve in the Second A&R 2016 Plan is subject to approval by our shareholders, allowing our shareholders the ability to have a say on our equity compensation programs.
- No Current Dividends Paid for Unearned Performance-Based Awards. Dividends
or dividend equivalents payable in connection with performance-based awards are subject to the same restrictions and risk of forfeiture as the underlying award (noting that we do currently not pay
dividends and do not anticipate doing so in the foreseeable future).
- Broad-based eligibility for equity awards. We grant equity awards to
substantially all of our employees. By doing so, we tie our employees' interests with shareholder interests and motivate our employees to act as owners of the business.
- Plan Expiration. The Second A&R 2016 Plan will expire on November 7,
solely on the closing price of our ADSs as reported by NASDAQ on September 28, 2018 and the maximum number of ordinary shares that would have been available for future
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