Personal and confidential OPTION AGREEMENT (option on subscription for shares in Proxima ASA at price below par) NAME: Bård Eker
EXHIBIT 99.3
Personal and confidential
(option on subscription for shares in Proxima ASA at price below par)
NAME: Bård Eker
You are hereby assigned the right to subscribe for 20,000 shares at a price of NOK 40 per share, plus 1% per month, calculated from November 1998.
Conditions of the option scheme
Issue price
The issue price is fixed at NOK 40 per share, plus an additional 1% of NOK 40 per month during the option's period of validity. The figure of NOK 40 corresponds to the shares' market value at the time the option was allocated, which was 1 November 1998. The addition of 1% per month will take place from the time the shares are allocated until the option is exercised. The issue price has been fixed taking account of current tax regulations and this means that no tax benefit has accrued from the allocation of options on 1 November 1998. Please refer also to the description of the tax implications in the enclosed information.
Exercise periods for the options
Option holders have the opportunity to exercise 1/3 of the options from 1/07/99, 1/3 from 1/07/00 and the remaining 1/3 of the options from 1/07/01 (subject to approval by a new decision at the company's Annual General Meeting).
In order to facilitate the practical implementation of the option scheme, option holders are given the right to exercise the first 1/3 of the options in the periods 1-10 September 1999, 1-10 December 1999, 1-10 March 2000 or 1-10 June 2000. Correspondingly, the exercise period for the last two thirds of the options will be displaced by one and two years respectively. On the basis of the fixed regulation of the issue price mentioned in the above point, the issue price will vary according to the period in which the option holder exercises the options. Options which have not been exercised by 10 March 2002 at the latest will be discontinued.
Lapse of options
Options (including any unexercised share of these) will lapse if your association with the company ceases. Options are non-transferable.
| Date/Place: | 9/3/99 | /Fr. Stad | Signature: | /s/ Bård Eker |
