Aebi Schmidt Holding AG
For the period ended May 21, 2026. Filed Apr 10, 2026.
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May 21, 2026 · Filed Apr 10, 2026
AEBI$11.17+0.9%Stored close · as of Nov 6, 2026
Contents
Appendix 1: Definitions
Equity Incentive Plan Aebi Schmidt Group
Appendix 1: Definitions
This document constitutes an appendix to and forms an integrated part of the “Equity Incentive Plan Aebi Schmidt Group” (the “Plan”), as amended from time to time. The following terms shall have the meaning described below when used in the Plan:
| Allocation Date | Unless otherwise determined by the Board, the Allocation Date for RS pursuant to article 6.2 of the Plan (Board RS) shall generally be at the same time as, but in no event later than 2 weeks after, the date when the remaining cash portion of the Board fees is paid out pursuant to the applicable agreements and internal rules and regulations.With respect to RS allocations pursuant to article 6.3 of the Plan (RS allocations under the Regulation on Minimum Shareholding Requirements), the Allocation Date shall be determined in the Regulation on Minimum Shareholding Requirements, in any applicable individual agreements, and/or by the Board from time to time. |
| Awards | RSUs, PSUs, and/or RS granted / allocated under the Plan. |
| Award Agreement | The individual agreement between the Company and a Participant, setting out the individual parameters of a grant of RSUs/PSUs, substantially in the form and content set forth in appendix 2 to the Plan. |
| Board | The board of directors of the Company, as per the Company’s articles of association. |
| Cause | Shall mean termination of the employment relationship by the Employer because of gross negligence and/or gross willful misconduct of the Participant, including, without limitation, cases of fraud, theft or misappropriation of trade secrets or confidential information, breach of sanctions, material breach of contract or mandatory law, or criminal actions, by the Participant. For Participants under Swiss employment contracts, this shall include all cases that would qualify for termination under article 337 of the Swiss Code of Obligations. |
| For purposes of this Plan, 'Cause' shall also include any act or omission that would qualify as cause for termination that is discovered or becomes known to the Company after the Participant's employment has terminated, regardless of when such act or omission occurred. In such cases, any provisions of the Plan that reference termination for Cause shall apply as if the Participant had been terminated for Cause at the time of discovery of such act or omission. | |
| CEO | The Group’s chief executive officer, as per the Group’s internal rules and regulations in effect from time to time. |
| Change of Control | The occurrence of any of the following events (in each case, as at the date on which it becomes legally effective): a) a merger, consolidation, acquisition or other transaction (or series of related transactions) as a result of which securities possessing more than 50% of the total combined voting power of the Company's outstanding securities are held (directly or indirectly) by a person/company or persons/companies different from the persons/companies holding (directly or indirectly) more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to such transaction; or b) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company through one transaction or a series of related transactions to one or more persons/companies that are not, immediately prior to such sale, lease, transfer or other disposition, a Group entity; or |
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Appendix B
| c) any other event or occurrence which in the opinion of the Board is substantially similar to the aforementioned events. | |
| Committee | The Human Resources and Compensation Committee (HRCC) of the Board, as per the Company’s articles of association. |
| Company | Aebi Schmidt Holding AG, a corporation limited by shares under Swiss law with its registered office at Schulstrasse 4, 8500 Frauenfeld, Switzerland, or any successor in ownership of all or substantially all of its assets. |
| Conversion Amount | The portion of Board fees converted into an allocation of RS in lieu of cash payment, as further detailed in article 6.2 of the Plan. |
| Eligible Persons | The individuals further defined in article 5.2 (RSUs/PSUs), 6.2 (Board RS), and 6.3 (RS under the Regulation on Minimum Shareholding Requirements), respectively. |
| Employer | For Participants in an employment relationship with a Group entity: The entity of the Group maintaining an employment relationship with a Participant. For non-executive Board members: The Company (even though there is no employment relationship). |
| EXB | The Group’s executive board (consisting of the CEO and other members of the EXB), as per the Group’s internal rules and regulations in effect from time to time. |
| General Assembly / GA | The general assembly (whether regular annual or extraordinary) of shareholders of the Company. |
| Grant Amount | The amount per individual, as determined by the Board, being used to calculate the number of granted RSUs/PSUs pursuant to article 5.6 of the Plan. |
| Grant Date | The date with effect as of which any RSUs or PSUs are granted to Participants, pursuant to article 5.5 of the Plan. |
| Group | The group of entities consisting of the Company and all of its Subsidiaries from time to time. |
| KPI (Key Performance Indicator) | A specific applicable metric for the performance measurement pursuant to article 5.4 of the Plan, and as further detailed in the relevant Award Agreements. |
| Participant | An Eligible Person to whom Awards are actually granted pursuant to article 5 of the Plan, and/or to whom RS are allocated pursuant to articles 6.2 or 6.3 of the Plan, respectively. |
| Performance Conditions | The performance-related conditions for PSUs to vest, as further detailed in article 5.4 and in the relevant Award Agreements. |
| Performance Period | With respect to PSUs, a period of three full and consecutive financial years, starting with the first day of the financial year in which the Grant Date occurs (even if the Grant Date occurs later in such year). |
| Performance Share Unit (PSU) | A conditional, unsecured award to receive a certain number of Shares free of charge after the Vesting Period, subject to ongoing service and Performance Conditions as further detailed in the Plan, in its appendices and in the individual Award Agreements. |
| Plan | The terms and conditions of the “Equity Incentive Plan Aebi Schmidt Group” as set out in this document, including all appendices and related documents, all as amended from time to time. |
| Plan Administrator | The external person(s) or entity / body (e.g. a bank or other professional administrator of employee participation plans) to which the Board may have delegated all or any administrative responsibilities pursuant to article 3. |
| 110 | Aebi Schmidt Group // 2026 Proxy Statement |
Appendix B
| Regulation on Minimum Shareholding Requirements | The Group’s “Regulation on Minimum Shareholding Requirements”, as per the terms and conditions set out in the corresponding separate document, and as amended from time to time. |
| Restricted Share (RS) | An actual Share, with full shareholder rights, however, subject to selling restrictions during the Restriction Period, as further detailed in article 6.1 of the Plan. |
| Restricted Share Unit (RSU) | A conditional, unsecured award to receive a one Share per Vested RSU free of charge after the Vesting Period, subject to ongoing service conditions as further detailed in the Plan, in its appendices and in the individual Award Agreements. |
| Restriction Period | The period during which RS may not be sold or otherwise disposed of, as further detailed in article 6.1 of the Plan. |
| RS Conversion Price | The closing price of a Share on the last trading day immediately prior to the Allocation Date. |
| RSU/PSU Conversion Price | The volume-weighted average price of a Share over the last 10 trading days immediately prior to the Grant Date. |
| Securities Account | A depository account designated by the Company and the Plan Administrator, respectively (but in the name of the Participant as legal owner and beneficiary), for the custody of Awards and Shares under the Plan. |
| Share | A registered common share of the Company with a nominal value, as at the entry into force of the Plan, of USD 1.00. |
| Share Delivery Date | The day on which Shares, if any, from Vested RSUs and/or PSUs are actually transferred to the Participants, pursuant to article 5.7 of the Plan. |
| Subsidiary | Any Swiss or foreign legal entity directly or indirectly, and wholly or partially, owned by the Company. Partial ownership requires direct or indirect control over more than 50% voting rights and/or capital. |
| Swiss Code of Obligations | The Swiss Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations), legislative classification number 220 (“Obligationenrecht”), as amended from time to time. |
| Termination Date | Shall mean, for the purposes of the Plan and its related documents: (i) in case of termination by the Employer for Cause: the date when notice of termination is given to the Participant; (ii) in all other cases: the final day of the contractual employment relationship (including, for the avoidance of doubt, any notice periods, garden leave or similar periods). |
| Total Achievement Level | The percentage, resulting from the assessment of the Performance Conditions pursuant to article 5.4 and the individual Award Agreements, which is applied to the number of originally granted PSUs in order to calculate the number of Vested PSUs, as further detailed in article 5.4. |
| Vested PSUs | PSUs, after application of the Total Achievement Level, that actually vest and convey a right of the Participant to receive one Share per Vested PSU, according to article 5.4 and subject to the further terms and conditions of the Plan. |
| Vested RSUs | RSUs that actually vest and convey a right of the Participant to receive one Share per Vested RSU, according to article 5.4 and subject to the further terms and conditions of the Plan. |
| Vesting Date | The date, or dates, for the vesting of RSUs/PSUs, as set out in article 5.1 of the Plan. |
| Vesting Period | The period from the Grant Date to the end of the last day immediately prior to the Vesting Date. |
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Appendix B
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.