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Stock Option Plan

pursuant to article 84-bis, paragraph 5, of Consob Regulation no. 11971 approved with resolution dated 14 May 1999, as subsequently amended and integrated

Padua, 13 November 2013 – On October 4, 2010 the Board of Directors of Safilo Group S.p.A. (the “Company”), on the basis of the proposal of the Remuneration and Nomination Committee (formerly, Remuneration Committee), defined the general guidelines of the Stock Option Plan 2010-2013 (the “Plan”), which provides for the granting of options allowing newly issued ordinary shares of the Company to be purchased. The Plan, along with the relevant illustrative documentation, was submitted for the approval of the shareholders’ meeting of the Company held on November 5, 2010.

The Plan is reserved to a selected group of directors and/or senior executives of the Company and/or its subsidiaries as identified from time to time by the Board of Directors, on the basis of the proposal of the Remuneration and Nomination Committee, amongst those individuals who hold a key role in achieving the strategic objectives of the Company (the “Beneficiaries”).

The Plan is aimed at supporting the improvement of the Company’s long-term performance and the creation of shareholders’ value through the retention of individuals deemed key to the Group’s growth and with the aim of aligning the objectives of the Beneficiaries with those of the Company’s shareholders.

In accordance with the Plan, a maximum of no. 1,700,000 options (the “Options”) had to be issued and assigned to the Beneficiaries with each of such Options giving the Beneficiaries the right, subject to the achievement of predetermined performance targets, to subscribe for one ordinary share of the Company.

The Plan originally provided for the assignment of the Options in four tranches, the last of which was actually assigned by the Board of Directors of the Company during the meeting held on March 6, 2013.

Following the assignment of the Options relating to the fourth tranche, certain Options have become again available due to the fact that the relevant Beneficiaries voluntarily resigned from their employment position within the Safilo Group thus permanently forfeiting the right to exercise the Options awarded to them. Also as a consequence thereof, the overall number of Options actually granted to the Beneficiaries which are not vested yet, is currently less than the maximum number of 1,700,000 Options available under the Plan.

In this respect, the Plan provides that, where the number of Options granted is less than the total amount of Options issued and available under the Plan, the Board of Directors, at its full discretion, might (upon proposal from the Remuneration and Nomination Committee) select new Beneficiaries, increase the number of Options already granted to selected Beneficiaries or resolve not to grant the remaining amount of Options.

Therefore, on the date hereof, in order to give full implementation to the Plan according to its original goals and underlying rationale, the Board of Directors met and resolved to amend the Plan in order to expressly clarify that: (i) the Options which, according to the Plan, permanently cease to be exercisable by the relevant Beneficiary, for any reason whatsoever, before vesting, become again eligible for assignment, and can thus be re-assigned by the Board of Directors to one or more (new or already existing) Beneficiaries within and no-later than December 31, 2013 (deadline which has been deemed by the Board of Directors still compatible with/adequate to the scope and duration of the Plan, with special reference to the achievement of the performance targets to which the vesting of the Options so re-assigned is subject); and (ii) the Options so re-assigned, if any, shall be subject to the performance conditions and exercise period applicable to the fourth tranche of Options while the exercise price shall be determined pursuant to the general rule set forth under paragraph 7.5 of the Plan.

Following such amendment to the Plan, upon proposal by the Remuneration and Nomination Committee, the Board of Directors resolved to assign an overall number of 65,000 Options to two Beneficiaries who are key managers within the Safilo Group.

For the amended text of the Plan and any related document please refer to the web site of the company

The updated table summarizing the number of Options Granted and the relevant Beneficiaries is attached below.

About Safilo Group
The Safilo Group is worldwide leader in the premium eyewear sector for sunglasses, optical frames and sports eyewear. With an international presence through 30 owned subsidiaries in primary markets – in America, Europe and Asia – and exclusive distributors, Safilo produces and distributes its house brands – Safilo, Carrera, Polaroid, Smith Optics, Oxydo – and the licensed brands Alexander McQueen, Banana Republic, Bobbi Brown (starting from 2014), BOSS, BOSS Orange, Bottega Veneta, Céline, Dior, Fendi (starting from 2014), Fossil, Gucci, HUGO, J.Lo by Jennifer Lopez, Jimmy Choo, Juicy Couture, Kate Spade, Liz Claiborne, Marc Jacobs, Marc by Marc Jacobs, Max Mara, Max&Co., Pierre Cardin, Saint Laurent, Saks Fifth Avenue and Tommy Hilfiger. For further information


Safilo Group Investor Relations
Barbara Ferrante
ph. +39 049 6985766

Safilo Group Press office
Milan – ph. +39 02 77807607
Padua – ph. +39 049 6985322

Last update: 13/11/2013, 20:18

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