IDEX BIOMETRICS ASA
2022 EMPLOYEE SHARE PURCHASE PLAN (THE “PLAN”)
The following constitute the provisions of the 2022 Employee Share Purchase Plan of IDEX Biometrics ASA (the “Company”), as approved by the Annual General Meeting of the Company on 12 May 2022 (the “Effective Date”) in accordance with a proposal and resolution by the Board of Directors on 20 April 2022.
The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to subscribe for Common Stock of the Company.
The Company intends for the Plan to have three components: i) a U.S. Code Section 423 component (the “US Component”) applicable to US employees, ii) a UK component applicable to UK employees (the “UK Component”), and iii) a component applicable to all employees outside the United States and United Kingdom (the “General Component”). Except at otherwise provided herein, the US Component and UK Component will operate and be administered in the same manner as the General Component.
The Company´s intention is to have the US Component of the Plan qualify as an “employee stock purchase plan” within the meaning of Section 423 (b) of the U.S. Internal Revenue Code of 1986, as amended (the “US Code”), and shall be interpreted in accordance with that intent.
(a) “Board” means the Board of Directors of the Company.
(b) “Business Day” means Monday to Friday, excluding Saturday, Sunday and public holidays in
(c) “Common Stock” means the common stock of the Company, currently listed and quoted on Oslo Børs under ticker symbol “IDEX”.
(d) “Company” means IDEX Biometrics ASA, a company organized and existing under the laws of the Kingdom of Norway with organization number 976 846 923.
(g) “Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of (i) sick leave; (ii) military leave; (iii) maternity or paternity leave to which the Employee is entitled by law; (iv) any other leave to which the Employee is entitled under applicable mandatory laws without affecting his or her right to continued employment; and (v) any other leave of absence approved by the Company or its Designated Subsidiaries, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by statute or agreed by contract, or unless otherwise provided pursuant to Company policy adopted from time to time; or (vi) in the case of transfers between locations of the Company or between the Company and its Designated Subsidiaries (provided, however, if a Participant transfers from a Contribution Period under the US Component to a Contribution Period under the UK Component or General Component, the subscription for Shares on the Subscription Date will be qualified under the US Component only to the extent such purchase complies with Section 423 of the U.S. Code; provided further, if a Participant transfers from a Contribution Period under the UK Component or General Component to a Contribution Period under the US Component, the subscription for Shares on the Subscription Date will remain non-qualified under the UK Component or General Component). Each Contribution Period under the US Component will be administered so as to ensure that all Participants have the same rights and provisions as are provided by Section 423 (b) (5) of the U.S. Code.
(h) “Contribution Period” means a period of six (6) calendar months, starting on the first day of the calendar month following each planned public disclosure on Oslo Børs of the half-yearly and fourth quarter financial results of the Company, such calendar months being September through February and March through August. The first Contribution Period shall commence on 1 September 2022 and continue through 28 February 2023. In no event may the Contribution Period under the US Component exceed 27 months.
(i) “Contributions” means all amounts deducted from the Compensation payable to the Employee and credited to the account of a Participant pursuant to the Plan.
(j) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company’s shareholders immediately prior thereto own less than 50% of the voting share of the Company (or its successor or parent) immediately thereafter.
(k) “Designated Subsidiaries” means the Subsidiaries that have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan, whether now or hereinafter existing. As of the Effective Date, IDEX America Inc., a Delaware corporation, and IDEX Biometrics UK (Ltd), a UK company, constitute the Designated Subsidiaries.
(l) “Employee” means any person, including, in respect to the US Component and the General Component only, any officer, who is an employee for income tax purposes and who is customarily employed for at least 50 percent work time (or, in the case of the US Component, at least 20 hours per week) and more than five (5) months in a calendar year by the Company or one of its Designated Subsidiaries.
(m) “Enrollment Period” means the period from the date of public disclosure on Oslo Børs of half-yearly or fourth quarter financial results of the Company to the day before the commencement of the Contribution Period following such disclosure. The “Enrollment Date” means last day of the Enrollment Period. The first Enrollment Period shall be 12 August-31 August 2022 and the first Enrollment Date shall be 31 August 2022.
(n) “Exercise Date” means the last Business Day of a Contribution Period.
(o) “NICs” shall mean employee National Insurance Contributions under the UK Component.
(p) “Participant” means any eligible Employee who has completed and filed an application form to participate in the Plan as set forth in Section 5 (a).
(q) “Participant Tax Liabilities” shall mean all income tax and, with respect to the UK Component, employee NICs.
(r) “Plan” means this 2022 Employee Share Purchase Plan.
(s) “PLCA” means the Public Limited Liability Companies Act of the Kingdom of Norway dated 13 June 1997, as amended, or any successor thereto.
(t) “Subscription Date” means the last business day a Contribution Period.
(u) “Subscription Price” means with respect to a Contribution Period an amount equal to 85% of the lowest of (i) the closing price of the Company’s Share, as reported by Oslo Børs, on the first day of the Contribution Period (or the trading day immediately prior to the first day of the Contribution Period, if such date is not a trading day), and (ii) the closing price, as reported by Oslo Børs, of the share on the last trading day of the Contribution Period; provided, however, that with respect to the US Component, to the extent the foregoing is not deemed to represent fair market value with respect to Section 423 of the U.S. Code, the Subscription Price shall not be less than 85% of the lower of the fair market value (as determined in a manner consistent with Section 423 of the U.S. Code) on the first day of the Contribution Period and the Exercise Date.
(v) “Securities Laws” means applicable securities laws and regulations in the Kingdom of Norway, including but not limited to the Securities Trading Act of 29 June 2007, as amended, Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2015 om market abuse
(“MAR”), incorporated in Norwegian law in accordance with Section 3-1 of the Securities Trading Act, and related regulation.
(w) “Share” means a share of Common Stock, as adjusted in accordance with Section 15 of the Plan.
(x) “Subsidiary” means a direct or indirect subsidiary corporation of the Company, as defined in Section 1-3 of the PLCA; provided that, with respect to the US Component, a “Subsidiary” shall mean a “subsidiary corporation” of the Company as defined in Section 424 (f) of the U.S. Code.
(y) “VPS” means the Norwegian Central Securities Depository (Nw.: Verdipapirsentralen).
Any person who is an Employee in the Company or any of its Designated Subsidiaries as of the Enrollment Date shall be eligible to participate in the Contribution Period under the Plan, subject to the requirements of Section 5(a) and (c). Notwithstanding the foregoing and with respect to the US Component, participation in the Plan will neither be permitted not be denied contrary to the requirements in the U.S. Code.
4. Enrollment Periods; Contribution Periods
(a) The Plan shall consist of two Contribution Periods of six (6) months’ duration. Enrollment Periods shall be the period from the public disclosure on Oslo Børs of half-yearly and fourth quarter financial results of the Company to the day before commencement of the following Contribution Period, and the pertaining Contribution Period being the following full month after such public disclosure and last for six months. The Board may determine amendments to the foregoing periods.
(b) The Company may have separate Contribution Periods that very in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an “employee stock purchase plan” under Section 423 of the U.S. Code to the extent the Contribution Period is made under the US Component), and the Company will designate which Company or Designated Subsidiary is participating in each Contribution Period. It is intended that, unless the Board otherwise determines, each Contribution Period with respect to IDEX America Inc. shall be under the US Component, each Contribution Period with respect to IDEX Biometrics UK (Ltd) shall be under the UK Component and each Contribution Period with respect to the Company shall be under the General Component. It is intended that each Contribution Period with respect to the US Component, UK Component and General Component be separate “offerings” in accordance with Treas. Reg. 1.423-2 (a).
(c) The Plan shall continue until terminated in accordance with Section 20 hereof.
(a) An Employee may become a Participant in the Plan by completing an application form, and, in respect to the UK Component, signing such form as a deed, attached hereto as Appendix I, and filing it through the Global Shares website https://www.marketscreener.com/quote/stock/IDEX-BIOMETRICS-ASA-6046569/news/IDEX-Biometrics-Plan-document-for-2022-Employee-Share-Purchase-Plan-40114709/ prior to the applicable Enrollment Date. Such application form shall set forth an amount to be deducted from the Participant’s Compensation (subject to Section 6 below) to be designated and applied as Contributions pursuant to the Plan. Such amount shall, at a maximum, be 20% of the Employee’s gross (pre-tax) base salary from the Company or a Designated Subsidiary, and must be at least a total of NOK 6,000 (or equivalent foreign currency at the Enrollment Date) for each Contribution Period. An application to participate in the Plan shall automatically be renewed for subsequent Contribution Periods at the same level as set out by the Employee in the application form, unless the Employee gives written notice of termination to the Company prior to the applicable Enrollment Date.
(b) Payroll deductions from the Compensation shall commence on the first payroll cycle in the first full month in the Contribution Period and shall end on the last payroll paid on or prior to the last date of the Contribution Period to which the application form is applicable, unless sooner terminated on terms as set forth in Section 10 (b) or (c).
(c) Employees cannot apply to participate in the Plan if they are in possession of inside information, as that term is defined by Securities Laws.
(d) Notwithstanding any other provision of the Plan, a Participant, in cases of exceptional and/or extraordinary personal circumstances, may request permission from the Board to withdraw from participation under the Plan during a Contribution Period after enrollment. Any such request shall be in writing, giving the Board reasonable details of the relevant personal circumstances. The Board may approve such withdrawal provided the Participant has demonstrated, to the reasonable satisfaction of the Board, an actual and well-founded need for withdrawal, which are completely unrelated to the Share, and further provided that the Participant is not in possession of inside information, as that term is defined by Securities Laws, at the time of requesting withdrawal and during the period until withdrawal has been approved by the Board. In case withdrawal is approved by the Board, previous Contributions credited to the Participant’s account under the Plan during such Contribution Period shall be paid out to the Participant in connection with the next monthly payroll and the Participant will not be automatically enrolled in any subsequent Contribution Period.
A Participant, who is a person discharging managerial responsibilities in the Company, within the meaning of Securities Laws, may not withdraw from the Plan in accordance with this Section 5 (d) during a period of 30 calendar days before the Company’s announcement of an interim financial report or year-end report which the Company is obliged to publish.
6. Method of Payment of Contributions
A Participant shall elect to have fixed amount payroll deductions made on each payday during the Contribution Period. All payroll deductions made by a Participant shall be credited to his or her account as Contributions under the Plan.
7. Rights and Obligations to Subscribe for Shares
On the Enrollment Date of each Enrollment Period each Employee participating in the pertaining Contribution Period shall be granted a right, coupled with an obligation, to subscribe on each Subscription Date for Shares of the Company’s Common Stock with a Subscription Price as determined in Section 2 (u) above.
8. Subscription for Shares – Subscription Price
(a) Unless the right to subscribe for Shares granted is terminated in accordance with Section 10, the Participant’s right and obligation to subscribe for Shares will be exercised automatically after market close on the last Business Day of a Contribution Period (the Exercise Date), and, subject to Section 8 (c) below, the maximum number of full Shares subject to such right (determined by dividing a Participant’s account balance by the Subscription Price) will be subscribed for at the applicable Subscription Price on the Subscription Date. The Company and its Designated Subsidiaries shall be authorized to subscribe for Shares in accordance with the Plan on behalf of the Participants.
(b) Payment of the Subscription Price shall be made out of the Participant’s Contributions and the Company and its Designated Subsidiaries shall be authorized to make such payment in accordance with the Plan on behalf of the Participants.
(c) No fractional Shares shall be issued, and the full number of shares is always rounded down. Any payroll deductions accumulated in a Participant’s account that are not sufficient to subscribe for one hundred (100) full Shares after the Exercise Date, and any other balance remaining in a Participant’s account at the end of a Contribution Period, will be refunded to the Participant promptly.
(d) During his or her lifetime, a Participant’s right to subscribe for Shares hereunder is exercisable only by him or her.
(e) With respect to the US Component, except as otherwise determined by the Board in advance of a Contribution Period, the maximum number of Shares a Participant may subscribe for with respect to a Contribution Period shall be the least of (i) the number of Shares that may be purchased under Section 8 (a) above, (ii) a number of Shares equal to USD 25,000 divided by the fair market value of the Shares on the first day of the Contribution Period or (iii) such lesser number of Shares as determined by the Board.
As soon as reasonably practicable after each Subscription Date of each Contribution Period and the payment of the Subscription Price, the Company shall register the share capital increase associated with the share issue in the Company Registry and the number of Shares subscribed for by each Participant shall thereafter be deposited into the designated Global Shares account in the VPS for the Participant. Upon delivery of the Shares, the Participant shall have no further rights in respect to the corresponding Contributions.
10. Irrevocability; Termination of Employment
(a) An application to participate in the Plan is irrevocable and a Participant may not withdraw any Contributions credited to his or her account under the Plan, except on terms as set forth in this Section 10 (b) or pursuant to Section 5 (d).
(b) Upon termination of the Participant’s Continuous Status as an Employee as defined in Section 2 (g) prior to [the Subscription/Exercise Date] of a Contribution Period for any reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in the case of his or her death, to his or her estate, personal representative or beneficiary by bequest or inheritance, as the case may be, and his or her right to subscribe for Shares will be automatically terminated.
The exchange rate from the currency of the Participant’s Contributions to Norwegian kroner shall be equal to the average exchange rate over the 10 trading days immediately preceding the Subscription Date, as reported by the Central Bank of Norway (Nw.: Norges Bank).
(a) Subject to adjustment as provided in Section 20, the maximum number of Shares available for subscription under the Plan shall be 50,627,432.
(b) The Participant shall have no interest or voting right in Shares until such Shares have been duly issued to the Participant.
(a) Unless otherwise determined by the Board from time to time, the Company’s Human Resources Department, Sarah Mathews, [email protected],will serve as contact person for the Plan. The Board shall act as Plan administrator on behalf of the Company. The Board shall have full power and exclusive authority, subject to the terms of this Plan, the resolution by the Annual General Meeting, and restrictions under the PLCA and Securities Laws, to i) interpret and administer the Plan and any other agreement or document related to the Plan, ii) establish rules and delegate administerial duties to the Company’s staff or an outside agency consistent with applicable law, for the proper administration of the Plan (the Company may request that a Participant registers for an account with such outside administration agent), iii) and make any other determination or take any other action that the Board deems necessary or desirable for administration of the Plan. The Board’s decisions will be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any eligible Employee.
(b) The full cost of administration of the Plan and all transaction costs and cost of outside agent services up to delivery of the Shares, will be borne by the Company.
Neither Contributions credited to a Participant’s account nor any rights with regard to receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 10 (b)) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an effective termination of the Participant’s Continuous Status as an Employee in accordance with Section 10 (b).