If the shares purchased in accordance with the terms and conditions of theStockPurchase Plan are retained by an employee for three years from theinvestmentdate and the employment with the Ericsson Group continues during that time,theemployee will be entitled to an additional matching share, free ofconsideration, for every share purchased, in addition to the regularmatchingof one share.
Participation in the Key Contributor Retention Plan presupposes that suchparticipation is legally possible in the various jurisdictionsconcerned andthat the administrative costs and financial efforts are reasonable in theopinion of the Company. The Board of Directors shall however be entitled,butnot obligated, to arrange for an alternative cash plan for key contributorsinspecific jurisdictions, should any of the aforementionedpresuppositions provenot to be at hand. Such alternative cash plan shall, as far aspracticalcorrespond to the terms and conditions of the Key ContributorRetention Plan.
Item 11.5 Transfer of treasury stock for the Key Contributor Retention Plan
a) Transfer of treasury stock to employeesTransfer of no more than 8,700,000 shares of series B in the Company mayoccuron the following terms and conditions.
* The right to acquire shares shall be granted to such persons within the Ericsson Group covered by the terms and conditions of the KeyContributor Retention Plan. Furthermore, subsidiaries within the Ericsson Groupshall have the right to acquire shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, shares to their employees covered by the terms andconditions of the Key Contributor Retention Plan.
* The employee shall have the right to receive shares during the periodwhen the employee is entitled to receive shares pursuant to the terms and conditions of the Key Contributor Retention Plan, i.e. during theperiod from November 2013 up to and including November 2017.
* Employees covered by the terms and conditions of the Key Contributor Retention Plan shall receive shares of series B in the Company, free of consideration.
b) Transfer of treasury stock on an exchange
The Company shall have the right to, prior to the Annual General Meeting in2014, transfer no more than 1,700,000 shares of series B in the Company, inorder to cover certain expenses, mainly social security payments. Transferofthe shares shall be effected on NASDAQ OMX Stockholm at a price within theateach time prevailing price interval for the share.
Item 11.6 Equity Swap Agreement with third party in relation to the KeyContributor Retention Plan
In the event that the required majority is not reached under item 11.5above,the financial exposure of the Key Contributor Retention Plan shall behedged bythe Company entering into an equity swap agreement with a third party,underwhich the third party shall, in its own name, acquire and transfer sharesin theCompany to employees covered by the Key Contributor Retention Plan.
Item 11.7 Implementation of the Executive Performance Stock Plan
In addition to the regular matching of shares pursuant to the StockPurchasePlan described above, senior managers, up to 0.5 percent of the employees(presently approximately 500 persons, although it is anticipated that thenumberof participants will be lower) will be offered an additional matching ofshares,free of consideration, within the Executive Performance Stock Plan.
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