Before the number of performance shares to be matched are finallydetermined,the Board of Directors shall examine whether the performance matching isreasonable considering the Company's financial results and position,conditionson the stock market and other circumstances, and if not, as determined bytheBoard of Directors, reduce the number of performance shares to be matchedto thelower number of shares deemed appropriate by the Board of Directors. Whenundertaking its evaluation of performance outcomes the Board of Directorswillconsider, in particular, the impact of larger acquisitions, divestitures,thecreation of joint ventures and any other significant capital event on thethreetargets on a case by case basis.
Item 11.8 Transfer of treasury stock for the Executive Performance StockPlan
a) Transfer of treasury stock to employeesTransfer of no more than 6,000,000 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 Executive Performance Stock Plan. Furthermore, subsidiaries within the EricssonGroup shall 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 Executive Performance Stock 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 Executive Performance Stock Plan, i.e. duringthe period from November 2013 up to and including November 2017.
* Employees covered by the terms and conditions of the ExecutivePerformance Stock 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 GeneralMeeting in 2014, transfer no more than 1,500,000 shares of series B in theCompany, in order to cover certain expenses, mainly social security payments.Transfer of the shares shall be effected on NASDAQ OMX Stockholm at a pricewithin the at each time prevailing price interval for the share.
Item 11.9 Equity Swap Agreement with third party in relation to theExecutivePerformance Stock Plan
In the event that the required majority is not reached under item 11.8above,the financial exposure of the Executive Performance Stock Plan shallbe hedgedby the 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 Executive Performance Stock Plan.
The resolutions of the Annual General Meeting implementation of the threeplansaccording to items 11.1, 11.4 and 11.7 above require that more than half ofthevotes cast at the Annual General Meeting approve the proposals. The AnnualGeneral Meeting's resolutions on transfers of treasury stock to employeesand onan exchange according to items 11.2, 11.5 and 11.8 above, shall beadopted asone resolution for each of the three items, and require that shareholdersrepresenting at least nine-tenths of the votes cast as well as the sharesrepresented at the Annual General Meeting approve the proposals. A validresolution in accordance with the proposals for an equity swap agreementunderitems 11.3, 11.6 and 11.9 above requires that more than half of the votescastat the Annual General Meeting approve the proposals.
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