We incorporate by reference into this Annual
Report the information in “Item 1.C—2017 Board Compensation” and “Item 2.C—2017 Executive Compensation”
of Exhibit 99.3 to our report on Form 6-K filed with the SEC on March 21, 2019.
Equity Incentive Plans
We ceased issuing new grants under our
existing equity incentive plans, which we refer to as the Prior Plans, and adopted a new omnibus equity incentive plan under which
we have the discretion to grant a broad range of equity-based awards to eligible participants.
Prior Plans: A, B, C1, and C2
Since our inception in 2003, we have had
five separate Plans: Plan A, which was established in 2004 and amended in June 2015 and June 2017; Plan B, which was established
in 2005; Plan C1, which was established in 2006; and Plan C2, which was also established in 2006 but which is intended specifically
for members of our board of directors to purchase our common shares. Options granted under the C1 Plan from 2013 through the current
2016 Equity Incentive Plan were taxed upon exercise instead of at grant for prior C1 options due to a change in taxation rules.
Furthermore, pursuant to a board resolution
on October 13, 2015 all options which were granted to directors and executive officers in connection with IPO were accelerated
upon consummation of the IPO. This resulted in the acceleration of a total of 76,000 unvested options.
Plan Administration. Under each
of the Prior Plans (A, B, C1, and C2), an option, which can only be granted with the approval of our board of directors, is evidenced
by an option agreement signed by the participant to indicate his or her acceptance of the option subject to the terms and conditions
of the applicable Prior Plan.
Eligibility. Under Plans A, B and
C1, options were granted to our directors, employees, advisors and agents. Under Plan C2, options were granted only to selected
members of our board of directors.
Option Exercise Price. With the
exception of Plan A, the exercise price of all options issued under the Prior Plans is CHF 0.15. The original exercise price for
options issued under Plan A was CHF 0.93. However, this exercise price was amended in June 2015 with the approval of our board
of directors to be CHF 0.15. As a result, as of December 31, 2018, all options outstanding under our Prior Plans have an exercise
price of CHF 0.15.
Vesting Period. The vesting periods
of options issued under our Prior Plans vary. The options granted under Plan A vested immediately but were subject to a four year
lockup period. The options granted under Plan B vested over a four year period with 25% of these options vested after one year
of service and thereafter, 6.25% of the options granted vesting each quarter. Under Plan C1, the vesting period for options was
four years with 25% of the options vesting each year. Under Plan C2, options were immediately exercisable.
Expiration Period. The expiry dates
for each plan are as follows:
Plan A: 15.5 years (amended from 10.5 years)
Plan B: 10.5 years
Plan C1: 10 years
Plan C2: 10 years
Amendment. Our board of directors
has the authority to amend each of the Prior Plans.
2016 Stock Option and Incentive Plan
At the November 15, 2016 AGM of the Company,
our board of directors approved the 2016 Stock Option and Incentive Plan (the “2016 Plan”). The maximum number of shares
available for issuance under the 2016 Plan is 2,057,740 common shares. The Plan was registered with the SEC on March 8, 2017.
As of December 31, 2018, there were a total aggregate of 932,175 exercisable and 1,618,856 outstanding common shares underlying
outstanding options, restricted share awards and restricted share units issued from both our Prior Plans and the 2016 Stock Option
and Incentive Plan.
Plan Administration. The 2016 Plan
is administered by the either our board of directors or the compensation committee, or a similar committee performing the functions
of the compensation committee. Approval of the plan administrator is required for all grants of awards under the 2016 Plan, but
the administer may delegate to our Chief Executive Officer the authority to grant awards, subject to certain limitations set forth
on the plan.