Board of Directors of GN Store Nord A/S Approves Incentive Program for the Executive Management and Key Employees


With reference to the General Guidelines for Incentive Pay to the Management
approved at the Annual General Meeting on 18 March 2010, the Board of Directors
of GN Store Nord A/S (“GN”) has approved and implemented a warrant-based
incentive program. Warrants under the program will be granted to the executive
management and other carefully selected key managers and key employees of GN,
GN ReSound A/S (“ReSound”) and GN Netcom A/S (“Netcom”). 

The Program has been implemented in accordance with the Guidelines for
Incentive Pay to the Management, which is available at www.gn.com. Executive
management and key employees in ReSound will receive warrants in ReSound, the
CEO and key employees in Netcom will receive warrants in Netcom, and key
employees in GN will receive 50% warrants in each of ReSound and Netcom. Upon
exercise one warrant shall give the right to subscribe for one share in the
relevant company. Also, upon the exercise of warrants, the shares subscribed
for shall be exchanged for shares in GN. The rate of share exchange shall be
based on the share price of GN and Netcom/ReSound, as appropriate, at the time
of exchange. 

Grants shall take place in 2010, 2011 and 2012. A maximum of 3,100 warrants in
ReSound and 1,460 warrants in Netcom shall be granted over this period
(including warrants to key employees in GN). 

In 2010, executive management and other carefully selected key managers and key
employees in ReSound and key employees in GN shall be granted 850 warrants in
ReSound. The exercise price for the 2010 warrants in ReSound is DKK 64,898 per
share. 

In 2010, the CEO and other carefully selected key managers and key employees in
Netcom and key employees in GN shall be granted 229 warrants in Netcom. The
exercise price for the 2010 warrants in Netcom is DKK 54,568 per share. 

The exercise price for the grant in 2010 is calculated based the average share
price of GN over the five days following the Annual General Meeting (19 March -
25 March), which is DKK 32.6. This share price is allocated to Netcom and
ReSound based on equity research reports on GN with 59% of the share price of
GN allocated to ReSound and 26% to Netcom, while the remaining value is
allocated to other GN activities. 

Warrants granted vest six days after the release of GN's annual report in the
third year after the grant year. Warrants vested may be exercised four times
per year during the four-week periods following the release of GN's annual
report and the release of GN's quarterly reports for the first, second and
third quarter, in each of the third, fourth and fifth year after the grant
year. Warrants which are not exercised will lapse six years after the grant.
 
Grants and vesting of warrants are subject to the holder remaining employed
with the GN Group, except as required by the Share Option Act (in Danish:
“aktieoptionsloven”) as regards wage earners (in Danish: “lønmodtagere”). 

In 2011 and 2012, warrants under the warrant program shall be granted at the
discretion of the Board of Directors of GN. If a manager or employee receives
warrants in 2010, it does not imply that he or she automatically receives
warrants in 2011 and 2012. 

The total number of warrants granted and to be granted in ReSound equals
maximum 5.2% of the total share capital in ReSound before exercise of warrants,
and the total number of warrants granted and to be granted in Netcom equals
maximum 4.7% of the share capital in Netcom before exercise of warrants.
Because the grant of warrants in Netcom and ReSound will take place over a
period of several years, the warrantholders will receive a lower share of the
expected value creation in the company compared to their final ownership of the
share capital as stated above. 

The total market value of warrants granted in 2010, calculated by means of the
Black-Scholes model and a Monte Carlo simulation, is estimated at approximately
DKK 5.3 million for ReSound and DKK 1.6 million for Netcom. 

The market value of the warrant program is based on the following additional
assumptions: 
• The expected duration of the warrant program is assumed to be six years for
GN, ReSound and Netcom. 
• It is assumed that there will be an annual dividend payment from GN of 2% of
the share value in the duration of the warrant programs, and no dividend
payment in either Netcom or ReSound. 
• The volatility of the ReSound share is assumed to be 28%, while for Netcom it
is assumed to be 49%. 
• The risk-free interest rate has been set at 2.7% for both the ReSound program
and the Netcom program. 



For further information, please contact:

Mikkel Danvold
Director, IR & Communications

GN Store Nord A/S
Tel: +45 45 75 00 00

Attachments

medd 14 - incentive program for the executive management and key employees.pdf