BIOTIE THERAPIES CORP. Stock Exchange Release December 7, 2011 at 9.30 a.m. The Board of Directors of Biotie Therapies Corp. Decided on Incentive Plans for Employees The Board of Directors of Biotie Therapies Corp. has approved two new share- based incentive plans for the Group employees; a stock option plan for mainly its European employees and an equity incentive plan for mainly its US employees. The plans are intended to form part of the incentive and commitment program for the employees. The incentives support the attainment of the targets established by the Company and the implementation of the Company's strategy, as well as the Company's long-term productivity. Stock Option Plan 2011 The maximum total number of stock options issued is 7,401,000, and they entitle their owners to subscribe for a maximum total of 7,401,000 new shares in the company or existing shares held by the company. The Board of Directors will decide on the distribution of the stock options. The stock options will be issued at no cost. The stock options are divided into three (3) tranches, of which 2,467,000 will be marked as 2011A, 2,467,000 will be marked as 2011B and 2,467,000 will be marked as 2011C. The number of shares subscribed by exercising stock options now issued corresponds to a maximum total of 1.87 per cent of the shares and votes in the company, if new shares are issued in the share subscription. According to the terms and conditions for the stock options, fifty (50) per cent of the maximum number of stock options will be granted to the Group employees based on the fulfillment of targets determined each year by the Board of Directors, and the other fifty (50) per cent of the stock options will be granted without reference to the strategic and operational targets. The share subscription price will, for all stock options, be EUR 0.01 per share. The justification for the determination of the share subscription price is to achieve instant and efficient commitment of the Group employees to the company and to combine the objectives of the shareholders and the employees. The shares must be paid upon subscription. The share subscription price will be credited to the reserve for invested unrestricted equity of the Company. The share subscription period will be, for stock option 2011A, January 1, 2014- February 28, 2015; for stock option 2011B January 1, 2015-February 29, 2016; and for stock option 2011C January 1, 2016-February 28, 2017. Should a stock option owner´s employment or service in a Group Company terminate, such person will, forfeit without compensation, all stock options for which the relevant share subscription period has not begun. The theoretical market value of one stock option is EUR 0.59. The maximum theoretical market value of the stock options is EUR 4,366,590 in total. The theoretical market value of one stock option has been calculated through the use of Black & Scholes stock option pricing model with the following input factors: share price EUR 0.60, share subscription price EUR 0.01, risk free interest rate 1.07 per cent, validity of stock options on the average three years and volatility 40 per cent. The Board of Directors decided on the new stock option plan on the basis of the authorization granted by the company's Annual General Meeting of Shareholders held on May 6, 2011. The terms and conditions of the stock options 2011 are attached to this release. The Board of Directors may decide on any amendments and specifications to the terms and conditions of the stock options which are not considered as essential, as well as on all other matters related to the stock options. Equity Incentive Plan The maximum number of share units to be granted and the number of corresponding shares to be delivered on the basis of the plan will be a total of 4,599,000 shares, which corresponds to 1.17 per cent of the shares and votes in the company, should new shares be delivered. The equity incentive plan includes three consecutive discretionary periods, calendar years 2011, 2012 and 2013. Each discretionary period is followed by an approximately two year vesting period, ending on January 5, 2014, on January 5, 2015 and on January 5, 2016, after which Company's shares will be delivered to employees on the basis of the granted share units. Should an employee´s employment or service in a Group Company end before the end of a vesting period, the corresponding share units will gratuitously be forfeited. According to the terms and conditions for the equity incentive plan, fifty (50) per cent of the maximum number of share units will be granted to the Group employees subject to the fulfillment of targets as determined for each discretionary period by the Board of Directors, and the other fifty (50) per cent of the share units will be granted without reference to the strategic and operational targets. Share Ownership Obligations for the Members of the Management Team The Board of Directors resolved that the members of the Management Team must keep a portion of the net return from each of the new plans in Biotie Therapies Corp. shares, until a member´s share ownership in total reaches the minimum share ownership level established by the Board of Directors. Such shares must be held as long as a member´s employment or service in a Group company continues. The Board of Directors may, for very weighty reasons, permit exceptions to these ownership obligations. Turku, December 7, 2011 Biotie Therapies Corp. Timo Veromaa President and CEO For further information, please contact: Timo Veromaa, Biotie Therapies Corp. tel. +358 2 274 8900, e-mail: timo.veromaa@biotie.com DISTRIBUTION NASDAQ OMX Helsinki Ltd Main Media www.biotie.com Attachment: Terms and Conditions of Biotie Therapies Corp. Stock Options 2011 Terms and conditions of Biotie Therapies Corp Equity incentive plan BIOTIE THERAPIES CORP. STOCK OPTION PLAN 2011 (the Plan) The Board of Directors of Biotie Therapies Corp. (the Board) has at its meeting on December 6, 2011 resolved, by authorization of the Annual General Meeting of Shareholders of Biotie Therapies Corp. (the Company) on May 6, 2011 that stock options (Stock Options) be issued to the personnel of the Company and of its subsidiaries (the Employees), on the following terms and conditions: I STOCK OPTION TERMS AND CONDITIONS 1. Number of Stock Options The maximum total number of Stock Options which may be issued is 7,401,000. If the maximum number of Stock Options were to be granted, they would entitle their owners to subscribe for a maximum total of 7,401,000 new shares in the Company or existing shares held by the Company (Shares). 2. Right to Stock Options The Board shall determine, in its absolute discretion, which Employees are to be granted Stock Options. The Board, in its absolute discretion, shall decide the timing of any grants, the quantum of any such grants and any special terms that should apply to such grants consistent with this Plan. When deciding upon the quantum of any grant the Board may take into consideration the duration of employment or service of the individual concerned. The Stock Options shall be issued at no cost to the Employees. The Company has a weighty financial reason for the issue of Stock Options, since the Stock Options are intended to form part of the Company´s and of its subsidiaries´ (jointly, the Group) incentive and commitment program for the Employees. 3. Stock Options The Stock Options are divided into three (3) tranches. The Stock Options shall be marked with a symbol to identify them by tranche. 2,467,000 shall be marked 2011A, 2,467,000 shall be marked 2011B and 2,467,000 shall be marked 2011C. The Employees, to whom Stock Options are offered, shall be notified in writing by the Board. The Stock Options shall be delivered to the recipients in accordance with Section I.5 when the Employee has accepted the offer from the Board. 4. Discretionary Periods and Setting of Targets The Plan includes three (3) consecutive discretionary periods, calendar years 2011 (for Stock Options 2011A), 2012 (for Stock Options 2011B) and 2013 (for Stock Options 2011C) (each separately, a Discretionary Period). If the Company's financial year changes from being based on calendar years, before the end of a Discretionary Period, the Board shall be entitled to change a Discretionary Period accordingly. Each year the Board shall determine the strategic and operational targets that shall be applied for each Discretionary Period (Targets). In addition, the Board shall determine for each Discretionary Period the maximum number of Stock Options to be offered per Employee. Each Employee shall be notified of the Targets and maximum number of Stock Options that may be granted as soon as reasonably possible after the decision by the Board. The Board shall be entitled to adjust the Targets in the event of any substantial extraordinary events during a Discretionary Period. This kind of event may be an acquisition or a divestment, an incidental capital gain or loss or any other circumstance that was not foreseen when the Targets were set but which has a material impact on the achievement of the Targets. 5. Grant of Stock Options After the end of each Discretionary Period, the Board shall, in its absolute discretion, determine what proportion of the maximum number of Stock Options to grant. Fifty (50) per cent of the maximum number of Stock Options shall be granted without reference to the Targets and the other fifty (50) per cent of the Stock Options shall be granted based on the fulfillment of the Targets. Grants may only be made to Employees who are employed by or in the service of the company belonging to the Group (Group Company) on the grant date. If some Stock Options are not granted because the Targets are not met or if Stock Options are returned to the Company, they can be granted at a later time. The Stock Options shall not constitute a part of employment or service contract of a Stock Option recipient, and they shall not be regarded as salary or fringe benefit. Stock Option recipients shall have no right to receive compensation on any grounds, on the basis of Stock Options, during employment or service or thereafter. Stock Option recipients shall be liable for all taxes and tax- related consequences arising from receiving or exercising Stock Options. The Board shall have the right, in its absolute discretion, to reduce, including for the avoidance of doubt to zero, the number of Stock Options to be granted, or to postpone the Stock Option grants to a later date that better suits the Company, if material changes that are beyond the Company's control, such as legal, fiscal, economic or business related factors, might lead to an extremely harmful or unreasonable outcome for the Company. The Board shall have the right to cancel the grant of any Stock Options or granted Stock Options that are subject to the transfer restriction, if the Group's financial statements have to be restated, if the Targets have been manipulated, or if a Stock Option recipient has, in the reasonable opinion of the Board, committed a serious criminal offence, broken any ethical code of which he has been notified by the Company or has otherwise acted in a way which the Board reasonably thinks might damage the reputation of the Company. 6. Transfer and Forfeiture of Stock Options 6.1. Transfer of Stock Options The Company shall hold the Stock Options on behalf of the Stock Option owner until the beginning of the share subscription period. The Stock Options are non-transferable to a third party by the Stock Option owner and may be exercised for share subscription only, unless otherwise provided in Section II.7. The Board may, however, in its absolute discretion, permit the transfer or pledge of Stock Options, e.g. in selected countries. Should the Stock Option owner transfer his or her Stock Options in that case, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay. 6.2. Termination of Employment or Service during the Discretionary Period Should an Employee´s employment or service in a Group Company end during a Discretionary period, all rights to Stock Options shall be forfeited. The Board may, however, in these cases decide upon an Employee´s right to the Stock Options accrued by the end of employment or service. Should an Employee´s employment or service in a Group Company end due to a corporate arrangement or transfer of business, during a Discretionary Period, the Board shall decide upon an Employee´s right to the Stock Options accrued by the end of employment or service. 6.3. Termination of Employment or Service after the Discretionary Period Should a Stock Option owner´s employment or service in a Group Company terminate after the Discretionary Period, such person shall, without delay, forfeit to the Company or its designate, without compensation, all Stock Options granted to that individual, for which the relevant share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. However, the Board may, in its absolute discretion, decide that the Stock Option owner is entitled to keep such Stock Options, or a part of them. Should a Stock Option owner become permanently disabled, retire statutorily or as determined by the Company, or die, after a Discretionary Period, a Stock Option owner or his or her estate or beneficiary or heir shall be entitled to keep the granted Stock Options. Should a Stock Option owner´s employment or service in a Group Company end due to a corporate arrangement or transfer of business, after a Discretionary Period, a Stock Option owner shall be entitled to keep the granted Stock Options. In all cases, a Stock Option owner or his or her estate or beneficiary or heir shall be entitled to keep Stock Options for which the relevant share subscription period specified in Section II.2 has begun. A Stock Option owner shall, during his or her employment, service or thereafter, have no right to receive compensation on any grounds for Stock Options that have been forfeited in accordance with these terms and conditions. 6.4. Incorporation of Stock Options into the Book-entry Securities System The Board may decide to incorporate the Stock Options into the book-entry securities system. Should the Stock Options be incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited Stock Options from the Stock Option owner's book-entry account to the book-entry account nominated by the Company, without the consent of the Stock Option owner. In addition, the Company shall be entitled to register transfer restrictions and other restrictions concerning the Stock Options on the Stock Option owner's book-entry account, without the consent of the Stock Option owner. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to subscribe for Shares Each Stock Option entitles its owner to subscribe for one (1) new Share in the Company or an existing Share held by the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity. 2. Share Subscription and Payment The share subscription period shall be - for stock option 2011A January 1, 2014-February 28, 2015 - for stock option 2011B January 1, 2015-February 29, 2016 - for stock option 2011C January 1, 2016-February 28, 2017. Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day. Share subscriptions shall take place at the head office of the Company or possibly at another location and in a manner to be determined later. Upon subscription, payment for the subscribed Shares shall be made to the bank account designated by the Company. The Board shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price shall, for all Stock Options, be EUR 0.01. 4. Registration of Shares Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber. 5. Shareholder Rights The dividend rights of the new Shares and other shareholder rights shall commence after the Shares have been entered into the Trade Register. Should existing Shares, held by the Company, be given to the subscriber of Shares, the subscriber shall be given the right to dividends and to other shareholder rights after the Shares have been registered on his or her book- entry account. 6. Share Issues, Stock Options and Other Special Rights entitling to Shares before Share Subscription Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a Stock Option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board by adjusting the number of Shares available for subscription. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees. 7. Rights in Certain Cases 7.1. Distribution of Assets Should the Company, differing from the Company´s normal practice, distribute dividends or similar assets from reserves of unrestricted equity, after December 6, 2011 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Stock Option owner corresponds to that of a shareholder, as per the dividend record date or the record date of the repayment of equity. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees. Should the Company reduce its share capital by distributing share capital to the shareholders, or reduce its share premium fund by distributing funds from the share premium fund to the shareholders, after December 6, 2011 but before share subscription, the Board may decide on the adjustment of the number of Shares available for subscription so that the position of the Stock Option owner corresponds to that of a shareholder, as per the record date of the repayment of share capital. The adjustment shall also be applied to Stock Options that have not yet been granted to the Employees. 7.2. Liquidation or deregistration of the Company Should the Company be placed in liquidation before the share subscription, the Stock Option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board. Should the Company be deregistrated, before the share subscription, the Stock Option owner shall have the same right as, or an equal right to, that of a shareholder. Should the Company be placed in liquidation or be deregistered during the Discretionary Period, the Stock Option recipient shall be granted such number of Stock Options that corresponds to the achievement of the Targets in accordance with Section I.4 and Section I.5. Thereafter the Stock Option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board. In these cases, the Plan shall expire. 7.3. Merger, Demerger or Transfer of Domicile Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the Stock Option owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for Shares with their Stock Options, within a period of time determined by the Board. Alternatively, the Board may give a Stock Option owner the right to convert the Stock Options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board, or the right to sell Stock Options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board shall decide on the impact of potential partial demerger on the Stock Options. In the above situations, the Stock Option owners shall have no right to require that the Company redeem the Stock Options from them at their market value. Should the Company resolve to merge or demerge entirely or transfer its domicile from Finland into another member state of the European Economic Area during the Discretionary Period, the Stock Option recipient shall be granted such number of Stock Options that corresponds to the achievement of the Targets in accordance with Section I.4 and Section I.5. Thereafter the proceedings shall be the same as above. In these cases, the Plan shall expire. 7.4. Acquisition or Redemption of Treasury Shares, Stock Options and other Special Rights entitling to Shares Acquisition or redemption of the Company's treasury shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the Stock Option owner. Should the Company, however, resolve to acquire or redeem its treasury shares from all shareholders, the Stock Option owners shall be made an equivalent offer or an equivalent adjustment to the number of Stock Options shall be made. 7.5. Redemption Right and Obligation Should a redemption right and obligation in relation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arise to any of the shareholders, prior to the end of the share subscription period, on the basis that a shareholder possesses over 90 per cent of the shares and the votes of the shares of the Company, the Stock Option owners shall be given the opportunity to exercise their right of share subscription by virtue of the Stock Options, within a period of time determined by the Board, or the Stock Option owners shall have an equal obligation to that of shareholders to transfer their Stock Options to the redeemer, notwithstanding the fact that the Stock Options are non-transferable to a third party according to Section I.6. Should a redemption right or obligation arise during the Discretionary Period, the Stock Option recipient shall be granted such number of Stock Options that corresponds to the achievement of the Targets in accordance with Section I.4 and Section I.5. Thereafter the proceedings shall be the same as above. In these cases, the Plan shall expire. III OTHER MATTERS 1. Applicable Law and Settlement of Disputes These terms and conditions shall be construed in accordance with and governed by the laws of Finland. All disputes arising in relation to the Stock Options shall be exclusively submitted to arbitration, in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The place of arbitration shall be Helsinki, Finland. The language of the arbitration proceedings shall be English or Finnish and the arbitral tribunal shall consist of one (1) arbitrator, who shall be appointed by the Board of Arbitration of the Central Chamber of Commerce. Stock Options may be granted to individuals who are located outside Finland. The Plan shall be operated in a way which complies with the law wherever the individuals are located. If the Plan needs to be completed in any way in order to comply with local law (whether in general or in relation to any particular grant, including grants already made) then the Board may make such additions as it considers reasonably necessary and desirable, within the requirements of the laws of Finland. 2. Amendment and Interpretation of the Terms and Conditions The Board shall be entitled to interpret the terms and conditions of the Plan. The Board shall manage the Plan and all matters relating thereto. The decision of the Board on any matters relating to the Plan shall be final and binding on all parties. The Board may delegate certain matters relating to the Plan to individuals within the Company as it sees fit. The Board may make any technical amendments required by the incorporation of the Stock Options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. All matters related to the Stock Options shall be decided on by the Board. 3. Administration of the Plan Should the Stock Option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to withdraw, without paying any compensation, any Stock Options which have not been transferred, or with which Shares have not been subscribed for, from the Stock Option owner. The Company may maintain a register of the Stock Option owners on which the Stock Option owners´ personal data is recorded. A Stock Option owner accepts that the data shall be administered and processed by the Company or any other agent or person designated by the Company. A Stock Option owner is entitled to request access to the data referring to him or her and held by the Company. The Company may send all announcements regarding the Stock Options to the Stock Option owners by e-mail. These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the English shall prevail. BIOTIE THERAPIES CORP. EQUITY INCENTIVE plan The Board of Directors of Biotie Therapies Corp. (the Board) has at its meeting on December 6, 2011 resolved to implement an equity incentive plan (the Plan) on the following terms and conditions: GENERAL TERMS AND CONDITIONS OF THE PLAN 1. Objectives of the Plan The Plan is designed to form part of the incentive and commitment program for the personnel of Biotie Therapies Corp. (the Company) and its subsidiaries (jointly the Group). The aim is to align the objectives of the shareholders and employees in order to increase the value of the Company, to commit employees to the Company, and to offer them a competitive incentive plan based on holding the Company's shares (Shares) or equivalent instruments. 2. Target Group Each year the Board shall determine, in its absolute discretion, the Group employees that shall receive an award or awards pursuant to the Plan (Employee, jointly Employees). Selected Employees must be employed by or in the service of a company belonging to the Group (Group Company) at the time an award is granted. Receiving an award pursuant to the Plan shall not affect other employment or service terms. The Plan and any awards made under it shall be fully discretionary. The Board may decide upon including new Employees in the Plan. When deciding upon the quantum of any award the Board may take into consideration the duration of employment or service of the individual concerned. 3. Share Reserve The number of Shares subject to awards pursuant to the Plan and the number of corresponding Shares to be delivered on the basis of the entire Plan shall be a maximum total of 4.599.000 Shares. In the event an award is forfeited or otherwise cancelled without the delivery of Shares to an Employee, the Shares subject to such award shall again be available to be made subject to an award pursuant to the Plan. 4. Form of Share Awards The Plan offers Employees the possibility to receive the Company's share units (Share Unit) whereby the Employee will have the potential to receive a Share for each Share Unit awarded to the Employee. The terms and conditions of such Share Units shall be determined by the Board in its sole discretion. The terms and conditions for the Share Units to be awarded in 2011 shall include the terms and conditions in Exhibit A; however, Share Units awarded at other times need not be subject to the terms and conditions set forth on Exhibit A. 4. Vesting Period At the discretion of the Board, an award pursuant to the Plan may (but is not required to be) subject to vesting based on length of service, achievement against predetermined targets or criteria, or such other factors as may be determined by the Board. 5. Shareholder Rights to Delivered Shares The shareholder rights to the delivered Shares shall be assigned to an Employee on the date when the Shares are registered on the book-entry account of an Employee. If the Shares to be delivered are new, the shareholder rights shall arise from the registration of the Shares with the Finnish Trade Register. 6. Adjustments in Certain Special Cases 6.1. Distribution of Assets Should the Company, differing from the Company's normal practice, decide to distribute dividends or assets from reserves of unrestricted equity, or decide to reduce its share capital by distributing share capital to the shareholders, or decide to reduce its share premium fund by distributing funds from the share premium fund to the shareholders, after the grant of an award and before the Share delivery, the Board may decide on the adjustment to the award (including by adjustment to the number of Shares subject to the award) in a fair and equitable manner. 6.2. Issue of Shares, Stock Options or Other Special Rights entitling to Shares Should the Company, after the grant of an award and before the Share delivery, decide on an issue of Shares or an issue of stock options or other special rights entitling to Shares so that the shareholders have pre-emptive subscription rights, the Board shall decide on the adjustment to the award (including by adjustment to the number of Shares subject to the award) in a fair and equitable manner. 6.3. Merger or Demerger Should the Company, after the grant of an award and before the Share delivery, decide to merge with another company as a merging company or with a company to be formed in a combination merger, or should the Company decide to be demerged in its entirety, either (i) the Board shall decide to convert the award into a cash award in a fair and equitable manner or (ii) the Employees shall be given an immediate right to convert their award into equivalent instruments issued by the other company as determined by the Board in a fair and equitable manner. 6.4. Redemption Right and Obligation Should, after the grant of an award and before Share delivery, a redemption right and obligation to all of the Shares, as referred to in Chapter 18 Section 1 of the Finnish Limited Liability Companies Act, arise to any of the shareholders, on the basis that a shareholder possesses over 90 per cent of the Shares and the votes of the Shares, the award shall be converted into money as determined by the Board in a fair and equitable manner, and the award shall fully be paid in cash. 6.5. Acquisition or Redemption of Treasury Shares, Stock Options and Other Special Rights entitling to Shares Acquisition or redemption of the Company's treasury shares or acquisition of stock options or other special rights entitling to Shares shall not affect the Plan. Should the Company, however, resolve to acquire or redeem treasury shares from all shareholders, awards outstanding shall be adjusted as determined by the Board in a fair and equitable manner. 7. Administration of the Plan The Board shall manage the Plan and decide on all matters relating thereto. The decision of the Board on any matters relating to the Plan shall be final and binding on all parties. The Board may delegate certain matters relating to the Plan to individuals within the Company as it sees fit. When the need arises, the Board may propose to the General Meeting of Shareholders that it should authorize the Board to decide on an acquisition of treasury shares, to the number needed for the Plan, as referred to in the Finnish Limited Liability Companies Act. When the need arises, the Board may also propose to the General Meeting of Shareholders that it should authorize the Board to decide on a share issue, to the number needed for the Plan, as referred to in the Finnish Limited Liability Companies Act. Upon the time of potential Share delivery, the Board shall have the right to decide that instead of Share delivery the award is paid fully or partly in cash on the basis of the trade volume weighted average quotation of the Share on NASDAQ OMX Helsinki Ltd. of the calendar month preceding the potential Share delivery. The Board shall have the right to obligate an Employee to acquire Shares with a maximum of 50 per cent of the amount of the cash paid in settlement of the award. Should an Employee act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to withdraw, without paying any compensation, an award from the Employee. The Company may maintain a register of the Employees on which the Employees' personal data is recorded. An Employee accepts that the data shall be administered and processed by the Company or any other agent or person designated by the Company. An Employee is entitled to request access to the data referring to him or her and held by the Company. The Company may send all announcements regarding the Plan to the Employees by e-mail. 8. Amendment and Interpretation of the Terms and Conditions of the Plan The Board shall be entitled to interpret the terms and conditions of the Plan. The Board may, at any time, amend the terms and conditions of the Plan or any award pursuant to the Plan; provided, however, that, without the written consent of the Employee(s) affected, the terms and conditions shall be amended in such a manner that no considerable defect or material detriment shall occur to any Employee with respect to an outstanding award, as a result of amending the terms and conditions of the Plan or the award. The Plan shall expire on the earlier of (i) the issuance pursuant to the Plan of the maximum number of Shares permitted by Section 3 or (ii) the termination of the Plan by the Board when no awards pursuant to the Plan are outstanding. 9. Applicable Law and Settlement of Disputes These terms and conditions shall be construed in accordance with and governed by the laws of Finland. All disputes arising out of or in connection with this Plan shall be exclusively submitted to arbitration, in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The place of arbitration shall be either (i) Helsinki, Finland or (ii) San Francisco, California as determined by the Employee. The language of the arbitration proceedings shall be English and the arbitral tribunal shall consist of one (1) arbitrator, who shall be appointed by the Board of Arbitration of the Central Chamber of Commerce. These terms and conditions have been prepared in English. EXHIBIT A TERMS AND CONDITIONS OF 2011-2013 RESTRICTED STOCK UNIT AWARDS Restricted Stock Unit awards in 2011 through 2013 shall be subject to the terms and conditions of the 2011 Equity Incentive Plan (the Plan) and the following terms and conditions: 1. Discretionary Periods, Share Units and Setting of Targets The Plan offers Employees the possibility of receiving the Company's share units (Share Unit) for achieving pre-established targets during three (3) consecutive discretionary periods, calendar years 2011, 2012 and 2013 (each separately, Discretionary Period). If the Company's financial year changes from being based on calendar years, before the end of a Discretionary Period, the Board shall be entitled to change a Discretionary Period accordingly. Each year the Board shall determine the maximum number of Share Units granted to each Employee. Each year the Board shall additionally determine the strategic and operational targets that shall be applied for each Discretionary Period (Targets). Fifty (50) per cent of the maximum number of Share Units shall be granted without reference to the Targets and the other fifty (50) per cent of the Share Units shall be granted subject to the fulfillment of the Targets. Employees shall be notified of the Targets and maximum number of Share Units that have been granted as soon as reasonably possible after the decision by the Board. After the end of each Discretionary Period, the Board shall, in its absolute discretion, determine what proportion of the Targets was achieved. Share Units may only be granted to Employees who are employed by or in the service of a Group Company on the grant date. The Board shall be entitled to adjust the Targets in the event of any substantial extraordinary events during a Discretionary Period. This kind of event may be an acquisition or a divestment, an incidental capital gain or loss or any other circumstance that was not foreseen when the Targets were set but which has a material impact on the achievement of the Targets. 2. Vesting Period Each Discretionary Period is followed by an approximately two (2) year vesting period (each separately, Vesting Period), ending on January 5, 2014, on January 5, 2015 and on January 5, 2016, after which Company's shares (Share) shall be delivered to Employees on the basis of the granted Share Units. In the Plan, one (1) Share Unit corresponds to one (1) Share. 3. Share Delivery The Shares shall be delivered to Employees after each Vesting Period on a date set by the Board that falls between January 6-February 28, 2014; January 6- February 28, 2015; and January 6-February 29, 2016. The right to Shares is personal, and they shall only be delivered to an Employee, or a former employee. The right to Shares may not be assigned or otherwise transferred. Upon death, the Shares shall be delivered to the estate or beneficiary or heir of an Employee. An Employee (or his or her estate, beneficiary or heir, as the case may be) shall be liable for all taxes and tax- related consequences arising to him, her or it from an award pursuant to the Plan. The Company may require the Employee (or his or her estate, beneficiary or heir, as the case may be) to make adequate provision for any withholding obligation of the Company as a condition of any Share delivery pursuant to the Plan. Should (a) the date of Share delivery occur during a blackout period of the Company or while the Employee has insider status and (b) the Employee has not made an advance plan to sell shares, the Share delivery shall be automatically postponed until after the end of the blackout period or expiry of the possession of insider information; provided, however, that in no event shall the Shares be delivered later than the March 15 of the calendar year following the calendar year in which the Employee's rights to the Shares became vested. The Board shall have the right, in its absolute discretion, to reduce, including for the avoidance of doubt to zero, the number of Shares to be delivered, or to postpone the Share delivery to a later date that better suits the Company, if changes that are beyond the Company's control, such as legal, fiscal, economic or business related factors, might lead to an extremely harmful or extremely unreasonable outcome for the Company. However, in no event shall the Shares be delivered later than the March 15 of the calendar year following the calendar year in which the Employee's rights to the Shares became vested. The Board shall have the right to cancel the Share delivery, in full or in part, if the Group's financial statements have to be amended and those amendments affect the number of Shares to be delivered, the Targets have been manipulated, or if an Employee has, in the reasonable opinion of the Board, committed a serious criminal offence, broken any ethical code of which he has been notified by the Company or has otherwise acted in a way which the Board reasonably thinks might damage the reputation of the Company. 4. Preconditions during Discretionary Period Should an Employee´s employment or service in a Group Company end during a Discretionary Period, all rights to Share Units shall be forfeited. The Board may, however, in these cases decide upon an Employee's right to the Share Units accrued by the end of employment or service. Should an Employee's employment or service in a Group Company end due to a corporate arrangement or transfer of business, during a Discretionary Period, the Board shall decide upon an Employee's right to the Share Units accrued by the end of employment or service. 5. Preconditions during Vesting Period Should an Employee´s employment or service in a Group Company end during a Vesting Period, the granted Share Units shall gratuitously be forfeited to the Company or its designate. However, the Board may, in its absolute discretion, in these cases decide that an Employee is entitled to keep the Share Units or a part of them. Should an Employee become permanently disabled, retire statutorily or as determined by the Company, or die, during a Vesting Period, an Employee or his or her estate or beneficiary or heir shall be entitled to keep the granted Share Units. Should an Employee's employment or service in a Group Company end due to a corporate arrangement or transfer of business, during a Vesting Period, an Employee shall be entitled to keep the granted Share Units. An Employee shall, during his or her employment, service or thereafter, have no right, on any grounds, to receive compensation for Share Units that have been forfeited in accordance with these terms and conditions. In all cases, an Employee or his or her estate or beneficiary or heir shall be entitled to keep such Shares that have already been delivered to an Employee or his or her estate or beneficiary or heir. 6. Application of Section 409A for US Employees. Notwithstanding anything to the contrary herein, the following provisions apply to the extent benefits provided herein are "deferred compensation" (Deferred Plan Benefits) within the meaning of Section 409A of the United States Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect (collectively Section 409A). The benefits pursuant to the Plan are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A for Employees subject to United States federal income taxation, and any ambiguities herein shall be interpreted accordingly. Any Deferred Plan Benefits to be paid upon "termination of employment" shall not commence for an Employee subject to Section 409A until the Employee has a "separation from service" for purposes of Section 409A. Any Deferred Plan Benefits to be paid upon a "merger' or similar provisions shall not commence until the Company has a "change in the ownership or effective control or a change in the ownership of a substantial portion of the assets" within the meaning of Treas. Reg. Section 1.409A‑3(i)(5). Each installment of any Deferred Plan Benefit is a separate "payment" for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and any Deferred Plan Benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Employee is, upon separation from service, a "specified employee" for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of any affected Deferred Plan Benefits payments shall be delayed until the earlier of (i) six (6) months and one day after the Employee's separation from service, or (ii) the Employee's death. [HUG#1569624]
The Board of Directors of Biotie Therapies Corp. Decided on Incentive Plans for Employees
| Source: Biotie Therapies