Information about Camunda’s Virtual Employee Stock Option Plan (“VSOP”).

Camunda is on an exciting journey with the clear ambition to create value for our shareholders and we want our employees to benefit from that shared success.

What is a VSOP - Virtual Stock Option Plan?

The VSOP is designed to provide you with an incentive remuneration that can let you participate in an increased equity value of Camunda. You can think of the VSOP as an Exit-triggered variable bonus payment. This means that in case of an Exit, you as a Beneficiary can be entitled to a cash payment (less any applicable tax obligations). How much you will receive depends on the number of your vested Virtual Shares at such point in time and on the success achieved by Camunda's shareholders in the Exit. In case of an IPO of Camunda, a different set of rules may apply.

What are Virtual Shares?

A Virtual Share seeks to economically emulate a fraction of an actual Common Share in the share capital of Camunda. The Virtual Share is used as a basis to determine how you might participate in an Exit or IPO success. To be more precise: one Virtual Share is meant to economically emulate EUR 0.01 of the nominal capital of one Common Share in Camunda. As Common Shares in Camunda have a nominal capital of EUR 1.00 each, this means that every Virtual Share shall economically emulate 1/100th of one Common Share.

As a holder of Virtual Shares you are not an actual shareholder in Camunda. Virtual Shares are not actual shares in Camunda and do not have the same rights and privileges as an actual share. In particular, Virtual Shares do not confer any voting rights, rights to receive dividend payments or rights to participate in shareholders' meetings of Camunda. They are also not options to acquire actual shares in Camunda at a later point in time.

Who can get Virtual Shares?

Every Camunda employee will be offered virtual shares (except part time employees, employees on a fixed term contract up to 12 months, working students, and interns).

The number of shares offered will depend on the job role, job family, and job grade.

  • Job Role: A specific job that somebody holds. It’s determined by applying the job grade to a job family which typically leads to a certain title.
  • Job Family: Job Families encompass a group of job roles that are similar in the field/profession of the work and core accountabilities.
  • Job Grade: The different seniority levels that exist within a job family. They are defined by a code which typically corresponds to a certain job role.

Exact details of your VSOP allotment will be shared with you during the offer stage of your interview process. Please note, however, that only the VSOP and the Allotment Letter are decisive and that the information provided above is for information purposes only.

Equity Refresh Program

Overview: The Equity Refresh Program is designed to reward and recognize Camundi's contributions to Camunda and align employees with the company's success and value growth. This program allows eligible Camundi to continue building value through the Equity Program beyond their new hire or promotional grants.

Eligibility: Camundi are eligible for a refresh grant 4 years after their new hire grant began vesting, provided they have consistently demonstrated strong performance.  i.e., Camundi become eligible when their initial grants have fully vested. To determine when this is, Navigate to Bob > Equity > Review your vesting start date. The first set of refresh grants will begin vesting on April 1, 2024.

Grant Amount: Refresh grants are awarded based on a set number of virtual shares per job grade, equivalent to 50% of current new hire grant values.

Vesting & Base Price: Refresh grants vest monthly over 4 years with no cliff. The base price for the grant is allocated based on the quarter granted, similarly to our existing new hire and promotional grants. 

Refresh Grant Values

2025 VSOP Refresh Grants by Grade

Grade

General Refresh Grant

Hot Market Refresh Grant*

5

175

220

6

290

365

7

350

440

8

525

655

9

730

915

10

1170

1460

11

1750

2190

12

2920

3650

*”Hot Market” defined as those job families which are both most critical to our product and/or revenue, and often difficult to staff due to a competitive talent market

Note: The base price of the Refresh Grant will be determined based on the quarter granted. Actual Refresh Grants and their base price are subject to change each quarter.

Examples

A Director’s initial new hire grant began vesting in May 1, 2020. 

    1. The Director, grade 10, would be eligible for a general refresh grant in May 2024. 
    2. Refresh Grant Awarded: 1,600 VSOP shares at a 41 EUR base price from May 1, 2024

A Director’s initial new hire grant began vesting in January 20, 2019. 

    1. The Director, grade 10, would be eligible for a refresh grant in April 1, 2024. As the refresh program was approved in April 2024
    2. Refresh Grant Awarded: 1,600 VSOP shares at a 41 EUR base price from April 1, 2024

A Director’s initial new hire grant began vesting in June 2022. 

    1. The Director, grade 12, would be eligible for a refresh grant in June 2026.
    2. The actual number of shares and base price would be determined at the time of grant. 

Awarding Refresh Grants

Note:

No action is required by the manager to initiate this award, this is managed by Total Rewards. When a Camundi is eligible, the process will be started in Bob, where an approval flow is triggered. After this is complete the grant will be awarded in Ledgy. 

1.Eligibility Determination: The Total Rewards team conducts an eligibility review for refresh grants in the month before the quarter.

2. Bob Approval:

    • Note: A request may be denied if the Camundi has not performed consistently over the last 3 to 4 quarters. If a Camundi does not receive a grant due to performance, they can be considered after 3 quarters to assess if performance has improved consistently.
    • Total Rewards initiates an approval for the Refresh Grant in Bob
    • PBP is informed
    • Manager approves

The managers approval as part of the flow in Bob constitutes their confirmation of their direct reports consistent performance over the last 3-4 quarters. Where performance is not consistent, the manager is responsible for denying the request in Bob. Total Rewards will monitor rejections and syurface in 3 quarters. 

Note: You must ensure the Camundi is informed of the rejection and why, and the approval if applicable. 

Performance Assessment Framework

Consistent Performance (Approve)

Approve refresh grants when a Camundi has demonstrated the following over the past 3-4 quarters:

  • Performance Reviews: Fully performing or higher in their last performance review 
  • Goal Achievement: Successfully completing assigned goals and objectives with quality results
  • Professional Development: Showing growth in skills and competencies
  • Values Alignment: Consistently demonstrating Camunda values
  • Contribution: Positively impacting team outcomes and company objectives

Inconsistent Performance (Reject)

Reject refresh grants when a Camundi has demonstrated any of the following:

  • Current Performance Plan: On a "Needs Improvement" ePI or formal performance improvement plan (PiP)
  • Documented Issues: Multiple instances of performance concerns in the past year
  • Formal Actions: Warnings or disciplinary actions related to performance or conduct
  • Recurring Feedback: Consistent pattern of not meeting expectations
  • Declining Performance: Significant drop in quality or output compared to previous periods

Decision-Making Framework

When determining if a team member has demonstrated "consistent performance" over the past 3-4 quarters, consider:

Indicators of Consistent Performance

  • Regular completion of assigned responsibilities and projects
  • Meeting quality standards and deadlines consistently
  • Positive feedback from stakeholders and teammates
  • Alignment with company values and behaviors
  • Contributions to team success and business outcomes
  • No significant documented performance issues

Indicators of Inconsistent Performance

  • Documented performance improvement discussions or plans
  • Multiple instances of missed deadlines or unmet deliverables
  • Formal warnings or disciplinary actions
  • Significant negative feedback from stakeholders
  • Declining quality of work or engagement

Manager Responsibilities

As a manager reviewing refresh grant requests, you are responsible for:

  1. Fair Assessment: Evaluating performance objectively against consistent criteria
  2. Documentation: Maintaining records of performance discussions that support your decision
  3. Transparent Communication: Clearly explaining decisions to team members, especially in cases of rejection
  4. Follow-up Plan: For rejections, ensure the Camundi is aware that it can be revisited in 3-4 wquarters time.

Borderline Cases

If a Camundi's performance falls into a gray area:

  1. Review documentation from the past year thoroughly
  2. Consult with your People Business Partner for guidance if needed
  3. Consider the trajectory of performance (improving or declining)

Reconsideration Process

Rejected grants will be surfaced for reconsideration after a min of 3 quarters. During this period:

  1. Set clear expectations with the Camundi on performance improvements needed
  2. Document progress through regular check-ins
  3. Provide specific, actionable feedback
  4. Acknowledge improvements that indicate a return to consistent performance

Overview for New Managers

As a new manager or one who has recently inherited team members, assessing "consistent performance" for equity refresh decisions can be challenging. This guidance helps you make informed decisions when you have limited direct experience with a team member's performance history.

Performance Assessment Process

Step 1: Gather Historical Performance Data

  • Review Bob Records: Examine past performance reviews, ePIs, and documented 1:1s
  • Check Project Outcomes: Review completed projects, deliverables, and outcomes
  • Assess Documented Feedback: Look for peer feedback, customer feedback, and other documented input
  • Review Prior Performance Conversations: Check for any documented performance conversations or improvement plans

Step 2: Consult with Previous Manager

  • Schedule a Brief Discussion: Reach out to the previous manager for insights
  • Key Questions to Ask:
    • "How would you characterize their performance over the last 3-4 quarters?"
    • "Were there any significant performance concerns during your management?"
    • "Did they consistently meet expectations and deliverables?"
    • "Is there anything I should be aware of regarding their performance trajectory?"
  • Document the Conversation: Take notes to support your decision-making process

Step 3: Consult with People Business Partners (if absolutely needed)

  • Schedule a Consultation: Reach out to Boni or Corey for guidance
  • Prepare for Discussion: Share the information you've gathered and any concerns
  • Seek Alignment: Ensure your assessment approach aligns with company standards and best practices
    • Manager's manager approves
    • SLT is informed 

3. Communication & Processing: Once approved, the manager will be prompted to communicate the refresh grant to their direct report, following which the grant will be published in Ledgy by Total Rewards.


VSOP FAQ's

Can be viewed via the following link. If you are a candidate and you have follow up questions please reach out to your Talent Acquisition Partner. 


DRI
Wesley Hattingh 


On this Page



  • No labels