Stock Option Plan for Executive Officers

The objective of the Stock Option Plan of Bombardier is to reward executives with an incentive to enhance shareholder value by providing them with a form of compensation that is tied to increases in the market value of the Class B subordinate shares.

The granting of stock options is subject to the following rules:

  • the granting of non-assignable options to purchase Class B subordinate shares may not exceed 133,782,688, taking into account the aggregate number of Class B subordinate shares issuable from treasury under all of the Corporation’s other security based compensation arrangements;
  • the annual grant of stock options is made within a 1% dilution limit;
  • the number of shares reserved for issuance, together with the Class B subordinate shares issuable from treasury under all of the Corporation’s other security based compensation arrangements, at any time, shall not exceed 10% of the total issued and outstanding Class B subordinate shares;
  • the number of shares reserved for issuance to insiders and their associates, together with the Class B subordinate shares issuable from treasury to insiders and their associates under all of the Corporation’s other security based compensation arrangements, at any time, shall not exceed 5% of the total issued and outstanding Class B subordinate shares;
  • in any given one-year period, insiders and their associates may not be issued a number of shares, together with the Class B subordinate shares issued to insiders and their associates under all of the Corporation’s other security based compensation arrangements, exceeding 10% of all issued and outstanding Class B subordinate shares;
  • no single person may hold options to acquire more than 5% of all issued and outstanding Class A and Class B subordinate shares combined;
  • in any given one-year period, any insider and his or her associates may not be issued a number of shares exceeding 5% of all issued and outstanding Class B subordinate shares. 

As of March 1, 2013, the status is as follows:

Stock Option Plan  Issued further to options exercised  Issued under options granted but unexercised Issuable for further option grants 
 Class B subordinate shares  39,741,917  28,375,089  65,665,682
 % of total number of Class A shares and Class B subordinate shares  2.26%  1.62%  3.74%

The main rules of the Stock Option Plan are as follows:

  • a grant of stock options represents the right to purchase an equal number of Class B subordinate shares of Bombardier at the determined exercise price;
  • the exercise price equals the weighted average trading price of the Class B subordinate shares traded on the TSX on the five trading days immediately preceding the day on which an option is granted;
  • stock options granted prior to June 2003 are conventional options with a term of ten years vesting at the rate of 25% at the end of the second, the third, the fourth and the fifth anniversary of the date of grant;
  • all outstanding stock options granted prior to June 2003 are 100% vested;
  • stock options granted since June 2003 and before June 2009 are performance options with a term of seven years; they vest at a rate of 25% at the end of the first, second, third and fourth anniversary of the date of grant if the performance vesting criteria is met;
  • the performance criteria for the stock options granted since June 2003 and before June 2009 are based on the price of the Bombardier Class B subordinate shares; the weighted average trading price of these shares has to reach the target price established at the time of the grant for at least 21 consecutive trading days in each year following the grant date. If the target price is not reached in a given year, the exercise of the grant is carried forward to the following year at the target price of the following year;
  • stock options granted since June 2009 are conventional time-vested options with a term of seven years vesting at a rate of 100% at the end of the third anniversary of the date of grant; the three-year vesting period was selected to align the vesting rules of the long-term incentive plan to the vesting schedule of the mid-term incentive plan;
  • if the expiration date of an option falls during, or within ten (10) business days following the expiration of a blackout period, such expiration date shall automatically be extended for a period of ten (10) business days following the end of the blackout period; and
  • please refer to the “Termination and Change of Control Provisions” pages for the treatment of stock options in such cases.

In addition, the Stock Option Plan provides that no option or any right in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession.

The following table shows the impact of the financial performance of Bombardier on the stock option grants made to the senior executives prior to June 2009:

Performance vesting requires that the target price threshold for Class B subordinate shares reaches: Results
CAN$4.50 for stock options granted in 2006-2007 Target price threshold attained
CAN$6.00 for stock options granted in 2007-2008 Target price threshold attained
CAN$8.00 for stock options granted in 2008-2009 Target price threshold not yet attained

Restrictions Regarding Trading of Bombardier Securities

The Code of Ethics and Business Conduct of Bombardier provides the following restrictions on the trading in any Bombardier securities:

  • employees shall only trade in Bombardier shares within predetermined trading periods which start on the fifth working day following the publication of the Bombardier’s quarterly or annual financial statements and end 25 calendar days later; these trading periods are internally published and communicated to all employees who shall not trade in Bombardier shares if they have knowledge of undisclosed material information;
  • employees shall not engage in hedging activities or in any form of transactions of publicly-traded options in Bombardier securities, or any other form of derivatives relating to Bombardier shares, including “puts” and “calls”;
  • employees shall not sell Bombardier securities that they do not own (a “short sale”).

The Stock Option Plan also provides that optionees may not enter into any monetization transaction or other hedging procedures.

Right to Amend the Stock Option Plan

The Board of Directors of Bombardier may, subject to receiving the required regulatory approvals, amend, suspend or terminate the Stock Option Plan; however, no such amendment or termination shall affect the terms and conditions applicable to unexercised stock options previously granted without the consent of the relevant optionees, unless the rights of such optionees shall have been terminated or exercised at the time of the amendment or termination.

The Stock Option Plan allows the Board of Directors to make the following amendments to thereto and any outstanding stock option without obtaining the prior approval of the shareholders. However, the Board must obtain, where necessary, the prior consent of applicable regulatory authorities and stock exchanges. Without limiting the generality of the foregoing, the Board may decide to:

  • wind up, suspend or terminate the Stock Option Plan:
  • terminate an option granted under the Stock Option Plan;
  • modify the eligibility for, and limitations on, participation in the Stock Option Plan;
  • modify periods during which the options may be exercised;
  • modify the terms on which the options may be granted, exercised, terminated, cancelled and adjusted;
  • amend the provisions of the Stock Option Plan to comply with applicable laws, the requirements of regulatory authorities or applicable stock exchanges;
  • amend the provisions of the Stock Option Plan to modify the maximum number of Class B subordinate shares which may be offered for subscription and purchase under the Stock Option Plan following the declaration of a stock dividend, a subdivision, consolidation, reclassification, or any other change with respect to the Class B subordinate shares;
  • amend the Stock Option Plan or an option to correct or rectify an ambiguity, a deficient or inapplicable provision, an error or an omission; and
  • amend a provision of the Stock Option Plan relating to the administration or technical aspects of the Stock Option Plan. 

However, the following amendments to the Stock Option Plan or to outstanding options must be approved by the shareholders:

  • an amendment allowing the issuance of Class B subordinate shares to an optionee without the payment of a cash consideration, unless provision has been made for a full deduction of the underlying Class B subordinate shares from the number of Class B subordinate shares reserved for issuance under the Stock Option Plan;
  • a reduction in the purchase price for the Class B subordinate shares in respect of any option or an extension of the expiration date of any option beyond the exercise periods provided by the Stock Option Plan;
  • the inclusion, on a discretionary basis, of non-employee directors of the Corporation as participants in the Stock Option Plan;
  • an amendment allowing an optionee to transfer options other than by will or pursuant to the laws of succession;
  • the cancellation of options for the purpose of issuing new options;
  • the grant of financial assistance for the exercise of options;
  • an increase in the number of Class B subordinate shares reserved for issuance under the Stock Option Plan; and
  • any amendment to the method for determining the purchase price for the Class B subordinate shares, in respect of any option. 

Stock Ownership Guidelines

Following a recommendation from the HRCC, the Board has introduced effective June 10, 2009, Stock Ownership Guidelines (SOG) for senior executives in order to link more closely their interests with those of the shareholders, which guidelines are reviewed by the HRCC when necessary. The SOG requirements apply to the following group of senior executives:

  • the President and Chief Executive Officer,
  • the President and Chief Operating Officer of Bombardier Aerospace,
  • the President and Chief Operating Officer of Bombardier Transportation,
  • the executives reporting directly to the President and Chief Executive Officer, the President and Chief Operating Officer of Bombardier Aerospace and Bombardier Transportation, as the case may be, and who are members of their leadership teams. 

Each senior executive is required to build and hold a portfolio of Class A shares or Class B subordinate shares of Bombardier with a value equal to at least the applicable multiple of his base salary as described in the following table:

Position held Multiple of base salary
President and Chief Executive Officer 5 x

Bombardier Aerospace or Bombardier Transportation

President and Chief Operating Officer

4 x
Other executives

3 x or 2 x

depending on salary grade

The value of the portfolio is determined based on the highest of the book value or the market value of the Bombardier shares held on December 31st of each calendar year. For the purpose of assessing the level of ownership, Bombardier includes the value of shares owned plus vested DSUs. The HRCC monitors, each year, the progress in value of the share portfolios.

Since the Bombardier shares are only traded in Canadian dollars, the actual base salary is used at par for executives paid in Canadian or US dollars. For executives paid in other currencies, the base salary at the mid-point of the Canadian salary scale for their equivalent position in Canada is used as the basis to determine their stock ownership target.

There is no prescribed period to reach the stock ownership target. However, executives are not allowed to sell shares acquired through the settlement of PSUs or exercise of options granted on or after June 2009 or after executives become subject to the SOG until they have reached their individual target, except in order to cover the cost of acquiring the shares and the applicable local taxes. Upon the exercise of any options granted prior to June 2009, the stock options holder shall remain the direct owner of at least 25% of the number of shares so acquired for a period of at least one year following the date of purchase of such shares, and may not resell such shares or enter into any monetization transaction with respect thereto during such one-year period. This requirement does not apply for options granted on or after June 2009. DSUs may not be settled until the executive terminates his/her employment, retires or dies.

The following table presents the target and ratio of actual values of shares owned and vested DSUs by the NEOs as of December 31, 2012 over their base salary at that date:

Name of NEOs Target as a multiple of base salary Actual multiple of base salary as of December 31, 2012 (1)
Pierre Beaudoin 5 x 2.1 (2)
Pierre Alary 3 x 1.2
Guy C. Hachey 4 x 0.8
André Navarri 4 x 1.4
Richard Bradeen 3 x 0.9
  1. The Stock Ownership Guidelines came into effect on June 10, 2009.
  2. Mr. Pierre Beaudoin has agreed that only the shares he acquires on or after June 10, 2009 will be taken into account to determine the attainment of his stock ownership target. Shares already held by Mr. Pierre Beaudoin before June 10, 2009 (512,859 Class A shares and 1,312 Class B subordinate shares) are not considered in the multiple disclosed above.