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EXHIBIT 4.(C).3




Norsk Hydro ASA




Executive Share Option

Plan 2003





 









 









	1.	 	Part I — Plan Framework






	 	 	Plan Name
	 
	1.1.	 	The Norsk Hydro Executive Share Option Plan 2003.
	 
	 	 	Plan Nature and Objectives
	 
	1.2.	 	The Plan is an option plan under which rights to receive the increase in value of Plan Shares
at a future date above a specified price (the Option Price) are given to Employees, subject to
any conditions imposed under these Rules.
	 
	1.3.	 	The objectives of the Plan are:






	 	•	 	to provide, through the grant of Options, a method for selected Employees to be
rewarded from the increase in value of ordinary shares of the Company on favourable
terms; and, thereby
	 
	 	•	 	to provide an incentive to individuals to achieve the overall financial objectives
of the Company and long term growth in shareholder value.






	1.4.	 	The Plan will be operated under the control of the Compensation Committee in accordance with
the framework approved by the Board.
	 
	 	 	Performance Condition
	 
	1.5.	 	Unless otherwise approved by the Board, the exercise of all Options granted under the Plan
shall be conditional on the achievement of performance objectives as approved by the Board
from time to time and stated in a Participant’s Option Letter. The performance objectives
attached to the exercise of a particular Option shall only be capable of amendment, variation
or waiver if the Compensation Committee considers this to be necessary, subject to such change
being a fairer measure of performance and no more or less difficult to satisfy than the
original objective.
	 
	 	 	Plan Term
	 
	1.6.	 	The Plan will come into operation with effect from 14 June, 2002 and will continue until 14
June 2012, the tenth anniversary of its Adoption Date, or such earlier date as the Board
decides in its absolute discretion.
	 
	1.7.	 	No Option shall be granted under this Plan more than 10 years after the Adoption Date.





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	1.8.	 	Participants under the Plan will be those Employees approved by the Compensation Committee
providing that the total number of Participants at any time will not significantly exceed the
approximate number of Participants previously approved by the Board.
	 
	 	 	Limits on an Employee’s participation
	 
	1.9.	 	In order to ensure that participation under the Plan will offer reasonable rewards, the
provisions of Rules 1.10 to 1.13 below will apply.
	 
	1.10.	 	An Option may only be granted to an employee if the Market Value of the Plan Shares it
covers, when added to the Market Value of any Plan Shares covered by Options which the
Employee has not exercised, is not more than four times the Employee’s base pay rate at that
time.
	 
	1.11.	 	At the date of grant the Option Value of an Option granted to an Employee may not exceed
such value as is set by the Board from time to time.
	 
	1.12.	 	Any Option grant which would exceed the limits determined above shall be adjusted so that
the number of Plan Shares placed under Option is within the limits.
	 
	1.13.	 	Only one grant of Options may be made to any Employee in any Financial Year.
	 
	 	 	Restrictions on Options
	 
	1.14.	 	Except in the event of death an Option-holder’s rights under an Option may not be
transferred, assigned or charged.
	 
	 	 	Rights to exercise Options
	 
	1.15.	 	Unless provided otherwise in these Rules, an Option may only be exercised by an
Option-holder who is an Employee and shall not be exercised before its third anniversary of
grant or before any additional conditions or limitations as provided for at Rule 2.5 have been
fulfilled. It may then be exercised partially or completely at any time except during a
Proscribed Period (except with the agreement of the Compensation Committee) up to the date it
lapses according to the Option Letter, which cannot be later than 10 years from its Date of
Grant.
	 
	1.16.	 	The legal personal representative(s) of an Option-holder may exercise his Option partially
or completely within 12 months of his death.





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	1.17.	 	An Option-holder may exercise an Option early:






	 	•	 	within three months of his transfer to work for the Group in another country and the
Compensation Committee is satisfied he will suffer a disadvantage. To the extent that
the Option remains unexercised after three months it will only be exercisable at such
other time as is provided under these Rules;
	 
	 	•	 	within six months of his ceasing to be an Employee because of injury, ill-health,
disability, Redundancy or retirement either at normal retirement date or earlier with
the consent of his employing company;
	 
	 	•	 	within six months if his employing company or unit exits the Group; and
	 
	 	•	 	within six months if Control of the Company passes to another person following a
Takeover Offer. To the extent that the Option remains unexercised after six months of
Control of the Company passing to another person following a Takeover Offer it will
lapse.






	1.18.	 	If an Option is exercised early under Rules 1.16 and 1.17, then the number of Plan Shares
that will be used to calculate the amount payable will depend on:






	 	•	 	the time elapsed between the Date of Grant and the date of exercise
	 
	 	•	 	the achievement of the performance condition measured at that time.






	1.19.	 	If an Option-holder gives notice to terminate his employment by the Group, other than for
injury, ill-health, disability or retirement, all his Options shall cease to be exercisable
and shall lapse.
	 
	1.20.	 	If an Option-holder is given notice terminating his employment with the Group, other than
for Redundancy or the exit of his employing company or unit from the Group, all his Options
shall cease to be exercisable and shall immediately lapse.
	 
	 	 	Rights of Employees
	 
	1.21.	 	The grant of an Option does not form part of the Employee’s entitlement to remuneration or
benefits under his contract of employment.
	 
	1.22.	 	The existence of a contract of employment between an Employee and any company in the Group
gives no right or entitlement to an Employee to have an Option granted to him.
	 
	1.23.	 	The rights and obligations of an Option-holder under the terms and conditions of his
employment shall not be affected by his participation in the Plan.
	 
	1.24.	 	Any individual who accepts the grant of an Option agrees that the termination of his
employment within the Group will not give any rights to compensation or damages for the
forfeiture or diminution of value of that Option.





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	2.	 	Part II — Operation and Administration






	 	 	Administration of the Plan
	 
	2.1.	 	The Plan shall be administered by Corporate Human Resources under the control of the
Compensation Committee.
	 
	 	 	Timing of Grant
	 
	2.2.	 	An Option may be granted:






	 	•	 	either coincidental with or at any time within the period of 28 days immediately
after the date on which commencement of this Plan is approved by the Compensation
Committee; and thereafter
	 
	 	•	 	at any time within the period of 28 days immediately after the announcement to the
Oslo Stock Exchange of the Company’s preliminary annual results; and
	 
	 	•	 	at any other time within a period of 28 days after an occurrence which the
Compensation Committee considers justifies the grant.






	2.3.	 	No Option shall be granted to any Employee if the Date of Grant is less than two years before
his normal retirement date.
	 
	 	 	Option Letter
	 
	2.4.	 	The Company shall issue a letter to each Employee to whom it has granted an Option as
evidence of that grant. The letter shall specify the Date of Grant, the number of Plan Shares
covered by the Option, the Option Price, the Performance Condition and any additional
conditions or limitations imposed on exercise, as provided for in Rule 2.5.
	 
	 	 	Additional Conditions
	 
	2.5.	 	The Compensation Committee when granting an Option may in its absolute discretion impose any
additional conditions and limitations upon the exercise of such Option. The additional
conditions and limitations shall:






	 	•	 	be objective, specified at the Date of Grant and set out in full in, or given with,
the Option Letter;
	 
	 	•	 	once satisfied, not be dependent upon the further discretion of any person; and





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	 	•	 	only be capable of amendment, variation or waiver if a change in circumstances
causes the Compensation Committee to consider that a waived, varied or amended
condition would be as fair and would be no more or less difficult to satisfy.






	2.6.	 	Where such additional conditions or limitations have been imposed and have ceased to be
capable of being satisfied or being satisfied in full that Option shall lapse in whole or in
part as the case may be.
	 
	 	 	Acceptance or Renunciation of Options
	 
	2.7.	 	An Employee granted an Option must accept or renounce it within the date specified in the
Option Letter. Acceptance shall constitute the agreement of the Employee to the terms under
which the Option is granted. Renunciation shall mean that the Option shall be treated as not
granted. Failure to return a signed copy of the Option Letter in time will cause the Option to
lapse.
	 
	 	 	Variation of Capital and Adjustment of Options
	 
	2.8.	 	In the event of any variation of the capital of the Company, the number of Plan Shares
covered by an Option and/or the Option Price may be adjusted (including retrospective
adjustments where appropriate) in such manner as the Compensation Committee considers to be
fair and reasonable. No adjustment shall be made which would cause the Option Price to be less
than the nominal value of that Plan Share.
	 
	2.9.	 	Notice of any adjustment shall be given to those Option-holders affected by the adjustment.
	 
	 	 	Exercise of Options
	 
	2.10.	 	An Option-holder can exercise his Option, or part thereof, by giving a notice of exercise in
writing to the Company at the Company’s registered office.
	 
	2.11.	 	The notice shall specify the number of Plan Shares in respect of which the Option is being
exercised.
	 
	2.12.	 	A notice of exercise shall take effect upon receipt of the notice. The Company shall then
calculate the aggregate Market Value of the relevant number of Plan Shares as at the date of
exercise and pay to the Participant the difference between that value and the aggregate Option
Price of the relevant Plan Shares at the Date of Grant in the next available payroll.
	 
	2.13.	 	The Participant will be required to purchase shares of the Company for the net of tax
benefit until he has built up a holding of shares in the Company in accordance with the
Company’s Share Ownership Requirements from time to time.





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	 	 	Deductions
	 
	2.14.	 	Participants will be responsible personally for any tax or employee social security
contributions arising on the grant or exercise of their Options under this Plan. If a
Participant incurs tax or employee social security contributions at the time of the grant of
an Option but subsequently also incurs such liabilities on the exercise of that Option
consequent on his being transferred across jurisdictions by the Group, the Company will
reimburse the lesser of the amount of such liabilities incurred at the time of grant or
exercise.
	 
	2.15.	 	If the Company is liable under any statute or regulation to withhold or otherwise to account
to any authority for any tax or social security liability of the Option-holder in respect of
an Option, the Compensation Committee may impose such conditions on the exercise of the Option
as are necessary to ensure that the Company is able to meet such liabilities. The
Option-holder may enter into arrangements acceptable to the Company to secure that cash funds
are available to meet any such liabilities.
	 
	 	 	Amendments
	 
	2.16.	 	The Compensation Committee may from time to time amend any of the Rules, providing that any
amendment is consistent with the provisions of the framework for the Plan approved by the
Board from time to time.
	 
	2.17.	 	No change shall be made to the Plan if it would have the effect of nullifying or changing to
their detriment any of the subsisting rights of Option holders, except with their consent.
	 
	2.18.	 	The Compensation Committee shall have the power to make or vary regulations for the
administration of this Plan and to amend the terms or impose further conditions on the grant
and exercise of Options to take account of overseas taxation, and securities or exchange
control laws. Such regulations, terms and conditions shall not be inconsistent with the
provisions of this Plan.





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	 	 	Termination
	 
	2.19.	 	Notwithstanding the provision contained in Rule 1.6 the Board may at any time resolve that
no further Options be granted under this Plan, but in all other respects the provisions of
this Plan should remain in full force and effect.
	 
	 	 	Definitions
	 
	2.20.	 	Any questions or disputes regarding the operation of the Plan, interpretation of the Rules
or any other issues pertaining to the operation of the Plan will be determined by the
Compensation Committee whose decision will be final and binding. A glossary of definitions is
set out in Part III.
	 
	 	 	Governing Law
	 
	2.21.	 	The Plan shall be governed by and construed in accordance with Norwegian Law and all
disputes shall be referred for resolution to the courts of Norway.





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	3.	 	Part III — Definitions





The following words and expressions have the following meanings




	 	 	 
	Adoption Date

	 	The date on which this Plan is adopted by the
Compensation Committee.
	 
	Board

	 	The board of directors of the Company.
	 
	Compensation Committee

	 	A sub-committee of the Board, made up of
non-executive directors, to which the Board has
delegated operational responsibility for the
Plan.
	 
	the Company

	 	Norsk Hydro ASA.
	 
	Control

	 	Means the power of a person to secure that the
affairs of another person are conducted in
accordance with the wishes of the former person.
	 
	Date of Grant

	 	The date on which an Option is granted to an
Employee.
	 
	Employee

	 	An employee or a director of the Group who is
not within two years of retirement.
	 
	Financial Year

	 	The 12 months from 1 January to 31 December.
	 
	Group

	 	The Company and its Subsidiaries from time to
time and the expression “member of the Group”
shall be construed accordingly.
	 
	Market Value

	 	In the case of Plan Shares underlying an Option
under this Plan Market Value means the average
of the closing price of a Plan Share on the Oslo
Stock Exchange on the five dealing days
immediately preceding the Date of Grant or the
date of exercise (as the context requires).
	 
	Option

	 	A right, to receive the increase in value of
Plan Shares at a future date above a specified
price (the Option Price), granted to an Employee
under the provisions of this Plan.
	 
	Option-holder

	 	Any person who holds an Option or (where the
context admits) his legal personal
representative(s).






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	Option Letter

	 	A letter issued to an Employee by the Chief
Executive Officer or a person to whom he
delegates this responsibility and in the case of
the Chief Executive Officer by the Chairman of
the Board detailing the grant and terms of the
Option.
	 
	Option Price

	 	The price per Plan Share determined by the
Compensation Committee, being a price which
shall not be less than the greater of:
	 

	 	(a) the nominal value of a Plan Share, and

	 

	 	
(b) the Market Value of a Plan Share.
	 
	Option Value

	 	The value of an Option calculated by any one of
the Option Valuation Methodologies as determined
by the Compensation Committee.
	 
	Ordinary Share Capital

	 	The ordinary share capital of the Company.
	 
	Participant

	 	An Employee or former Employee who is an
Option-holder under the terms of this Plan.
	 
	Proscribed Period

	 	Any period as defined by the Compensation
Committee preceding the announcement of the
Company’s annual or interim results to the Oslo
Stock Exchange or any other time at which
dealing in Plan Shares by an Option-holder would
be proscribed due to the existence of
unpublished price sensitive information.
	 
	the Rules

	 	The rules for the time being governing this Plan.
	 
	this Plan

	 	The Norsk Hydro Executive Share Option Plan in
its present form or as from time to time amended
in accordance with the provisions hereof.
	 
	Plan Shares

	 	Fully paid ordinary shares in the capital of the
Company or American Depository Receipts (ADRs)
representing ordinary shares in the United
States of America.
	 
	Redundancy

	 	The termination of employment as a result of a
reorganisation or the disposal of part of Norsk
Hydro’s business or a reallocation or
reorganisation of work or work practices so that
the duties for which the Eligible Employee has
been employed are no longer required.






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	Share Ownership Requirements

	 	The requirements for Participants to own shares
in the Company in accordance with any
requirement, as set out in the Option Letter.
	 
	 	 
	Subsidiary

	 	A company which is a subsidiary of the Company.
	 
	 	 
	Takeover Offer

	 	In relation to the Company, means a general
offer to acquire the whole of the issued
Ordinary Share Capital, other than shares
already owned by the offeror or persons acting
with the offeror, which, if accepted, means that
the person making the offer will have Control of
the Company.





Words or expressions used in this Plan shall where appropriate:





	 	(i)	 	when denoting the masculine gender include the feminine and vice versa;

	 	(ii)	 	when denoting the singular include the plural and vice versa.




Where under any of the provisions of these Rules it is provided that an Option shall lapse, that
Option shall cease to be exercisable thereafter notwithstanding any other provision of these Rules.




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