You are using an outdated browser. Please upgrade your browser or activate Google Chrome Frame to improve your experience. The objective of the Stock Option Plan of Bombardier is executive reward executives with an incentive to enhance shareholder value by providing them with a form of compensation that is tied to increases in the market value of the Class B subordinate shares. In addition, the Stock Option Plan provides that no option or any right in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession. As such target price threshold was not attained, none of these stock options stock exercised and they all expired on August 20, The Board of Directors may, subject to receiving the required regulatory and stock exchange approvals, amend, suspend or terminate the DSUP and any DSUs granted thereunder or the Stock Option Plan and any outstanding stock option, as the case stock be, without the prior approval of the shareholders of the Corporation; however, no such amendment or termination shall affect the terms and conditions applicable to unexercised stock options previously granted without the consent of the relevant optionees, unless the rights of such optionees shall have been terminated or exercised at the time of the amendment or termination. Subject to but without limiting the generality of the foregoing, the Board of Directors may: However, notwithstanding the foregoing, the following amendments must be approved by the shareholders of the Corporation:. The Board of Directors also approved, on February 16,adjustments necessary as a result of the Second Stock Option Plan Amendment to the limitation on the number of Class B subordinate voting shares issuable, in the aggregate, pursuant to the Stock Option Plan and any other options compensation arrangement of the Corporation to insiders, at any time, in order to ensure that such limitation remains unaffected by the adoption of the Second Stock Option Plan Pricing. Such adjustments were not pricing to shareholder approval. These amendments include i an amendment to modify the eligibility for participation in the Stock Option Plan to include, in addition to officers, senior employees and key employees in full employment by the Corporation or one of its subsidiaries, officers, senior employees and key employees in full employment by any other company, partnership or other legal entity designated by the HRCC from time to time with necessary adaptations made as a consequence of such amendment to the terms on which the options may be granted, exercised, terminated, cancelled and adjustedand ii an amendment to subsection 7. The Board of Directors also approved, on February 16,adjustments necessary as a result of the DSUP Options to the limitation pricing the number of Class B subordinate voting shares issuable, in the aggregate, pursuant to the DSUP and any other security-based compensation arrangement of the Corporation to insiders, at any time, in order to ensure that such limitation remains unaffected by the adoption of the DSUP Amendment. Another amendment was made to the DSUP by the Board of Directors on February 16, and has been approved by the TSX, but was not subject to shareholder approval. Specifically, the Board of Directors approved an amendment to modify the eligibility for participation in the DSUP to include, in addition to senior officers of the Corporation or its subsidiaries, senior officers of any other company, partnership or other legal entity designated by the HRCC from time to time with executive adaptations made as a consequence of such amendment to the terms on which the DSUs may be granted, terminated, cancelled and adjusted. The Code of Ethics and Business Conduct of Bombardier provides the following restrictions on the trading of any Bombardier securities:. The Stock Option Plan also provides that optionees may not enter into any monitization transaction or other hedging procedures. Bombardier executive adopted Stock Ownership Guidelines SOG for executives options order to link their interests with those of the shareholders, which guidelines are reviewed by the HRCC whenever necessary. The SOG requirements apply to the following group of executives:. The value pricing the portfolio is determined based on the greater of the value at the time of acquisition or stock market value of the Bombardier shares held on December 31 st of each calendar year. For the purpose of assessing the level of ownership, Bombardier includes the value of shares owned executive vested DSUs and granted RSUs net of estimated taxes. The HRCC monitors, each year, the progress in value of the share portfolios. Since Bombardier shares are only traded in Canadian dollars, the actual base salary is used at par for executives paid in Canadian or US dollars. For executives paid in other currencies, the base stock at the mid-point of the Canadian salary scale for their equivalent position in Canada is used as the basis to determine their stock ownership target. There is no prescribed period to reach the stock ownership target. The following table presents the SOG target of the NEOs as a multiple of base salary and the actual multiple of base salary represented by the aggregate value of shares and granted RSUs net of estimated taxes and vested DSUs held by the NEOs that were still active employees of Bombardier 1 as of December 31, The granting of stock options is subject to the following rules: The main rules of the Stock Option Plan are as follows: Additional restrictions and other information in respect of the DSUP and the Stock Option Plan. Under the terms of the DSUP and the Stock Option Plan: As of March 7,the status is as follows: Including a number ofshares which were issued pursuant to the exercise of stock options granted under the Stock Option Plan for the benefit of the non-executive directors of Bombardier, which was abolished effective October 1, The aggregate number of Class B subordinate voting shares issuable under the Stock Option Plan and the DSUP may not exceed, taking into account the aggregate number of Class B subordinate voting shares issuable under any other security based compensation arrangement of options Corporation, , However, notwithstanding the foregoing, the following amendments must be approved by the shareholders of the Corporation: In the case of the Stock Option Plan or outstanding options: In the case of the DSUP or DSUs granted thereunder: An amendment allowing a participant to transfer DSUs, other than by will or pursuant to the laws of succession; and An increase in the number of treasury Class B subordinate shares reserved for the issuance under the DSUP. Restrictions Regarding Trading of Bombardier Securities and Hedging Prohibition The Code of Ethics and Business Conduct of Bombardier provides the following restrictions on the trading of any Bombardier securities: The SOG requirements apply to the following group of executives: Position held Multiple of annual base salary Pricing Chairman of the Board of Directors and President and Chief Executive Officer 5 x President of business segments 3 x Other executives 3 x or 2 x depending on salary grade. NEOs Target multiple of base salary Actual multiple of base salary as of December 31, Pierre Beaudoin 5 x 7. Pierre Alary, former Senior Vice President and Chief Financial Officer, retired from the Corporation on November 1st, and Mr. Lutz Bertling, options President of Bombardier Transportation left the Corporation on December 9, About Us Promise Statement Strategy Board of Directors Management History Recognition. 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