EX-10.5





 Exhibit 10.5 
  





 
 Restricted Share Plan 2020 

Terms and Conditions 

for 
 EVOTEC’s
Management Board 
 Evotec SE 

Manfred Eigen Campus 
 Essener
Bogen 7 
 22419 Hamburg, Germany 












 List of Content 

Objectives 
  

							
	 § 1
	  	 Eligibility
	  	 	3	 
			
	 § 2
	  	 Biannual Grant of Awards
	  	 	3	 
			
	 § 3
	  	 Waiting Period and Exercise Period
	  	 	4	 
			
	 § 4
	  	 Performance Period
	  	 	4	 
			
	 § 5
	  	 Key Performance Indicator
	  	 	4	 
			
	 § 6
	  	 Exercisable Restricted Share Awards
	  	 	4	 
			
	 § 7
	  	 Exercise of Shares
	  	 	5	 
			
	 § 8
	  	 Change of Control
	  	 	6	 
			
	 § 9
	  	 Termination of Employment Contract
	  	 	6	 
			
	 § 10
	  	 Taxation, Duties and other Expenses
	  	 	7	 
			
	 § 11
	  	 Claims, Applicable Law, Court of Jurisdiction
	  	 	7	 
			
	 § 12
	  	 Miscellaneous
	  	 	7	 
			
	 § 13
	  	 Validity
	  	 	8	 

  

			
	Appendix 1	  	Number of Exercisable Restriction Share Awards
		
	Appendix 2	  	Number of Exercisable Subscription Rights
		
	Appendix 3	  	Potential Pay-Out and Cap
		
	Appendix 4	  	Allocation of Subscription Rights in case of a Voluntary Termination of Employment














 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 Objectives 

Evotec SE, Hamburg, registered in the commercial register of the local court of Hamburg under HRB 68223 (the “Company”), and its subsidiaries
(Verbundene Unternehmen, § 15 AktG) (together the “Evotec Group”) operate in a highly challenging and dynamic competitive landscape. To ensure the long-term success of the business it is essential to attract, retain, and
motivate high-performing executives and employees. 
 The Evotec Restricted Share Plan is an important element in supporting the interests of the
Company’s shareholders and in establishing an attractive long-term compensation tool to invest in and retain talent by recognizing and rewarding expected future contribution to business performance. In the true sense of the word, the Plan is
restricted to carefully selected beneficiaries. The Plan is in line with national and international remuneration and corporate governance standards as well as applicable legal requirements and the German Corporate Governance Code. 

§ 1 Eligibility 
  

	(1)	 Subject to the terms and conditions of the authorisation resolved by the Company’s Annual General Meeting
on 16th June 2020, members of the Management Board of Evotec Group are eligible to participate in the Restricted Share Plan. 



 

	(2)	 To be eligible for a grant under the Restricted Share Plan, the member of the Management Board must hold office
and must not have entered into a separation agreement with Evotec Group. 


 § 2 Biannual Grant of Awards 

 

	(1)	 Subject to the following rules, the Supervisory Board of Evotec SE may for each period specified below, in its
absolute discretion, grant awards which will upon expiry of the Waiting Period and depending on the Key Performance Indicator result in subscription rights to receive Company shares (or in specific cases a respective cash pay-out) (the “Restricted Share Awards”) to such eligible members of the Management Board as it shall select. 


  

	(2)	 Restricted Share Awards may be offered to selected members of the Management Board (beneficiaries) within a
period beginning two weeks before and ending two weeks after 15 May and 15 October of a given year. In any case, Restricted Share Awards have to be granted in accordance with the rules on closed periods defined in Regulation
No. 596/2016 of the European Parliament and Council of 16 April 2014 (Market Abuse Regulation) and the delegated acts adopted in this context or any legislation replacing them. 



 

	(3)	 The Grant Date is deemed to be the date at which the Supervisory Board of the Company offers the Restricted
Share Awards to the beneficiaries, regardless of the time of receipt, or the acceptance of the offer (Grant). Another date within the acquisition period of the respective period can be determined as the Grant Date by the offer.



  

	(4)	 A grant of Restricted Share Awards occurs independent from previous or future grants and particularly does not
create any rights for future grants. 


  

	(5)	 The Supervisory Board of the Company will notify each beneficiary of their grant in written form.



  

	(6)	 The number of Restricted Share Awards granted to a sole beneficiary relates to a defined Target Value as
determined by the Supervisory Board and results from Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board dividing the Target Value by the applicable Fair Market Value (FMV) of a Restricted Share Award and
rounding up the interim result to a whole number. 



  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 § 3 Waiting Period and Exercise Period 

The term of each Restricted Share Award is five years and starts at the Grant Date. The term comprises a Waiting Period of four years and an Exercise Period
of one year. The Waiting Period for a Grant of Restricted Share Awards starts at the Grant Date and ends with the expiry of the fourth anniversary of the Grant Date. The Exercise Period starts after expiry of the Waiting Period and ends with the
expiry of the fifth anniversary of the Grant Date. 
 § 4 Performance Period 

For each grant, the Company performance will be measured over a performance period of four consecutive fiscal years, beginning with 1 January of the year
in which the individual grant of the Restricted Share Award is made (the “Performance Period”). 
 § 5 Key Performance
Indicator 
  

	(1)	 The Restricted Share Awards can only be exercised if predefined targets for the applicable Key Performance
Indicator “Adjusted EBITDA” have been met. 


 Adjusted EBITDA is a financial ratio that expresses Evotec
Group’s sustainable cash flow from operating activities before taxes. Adjusted EBITDA is calculated based on the audited and approved consolidated financial statements (IFRS) of Evotec SE for each of the fiscal years in the respective
Performance Period. 
 For each fiscal year of the performance period, the actual Adjusted EBITDA is compared to the forecast Adjusted EBITDA
(as determined by the Management Board and approved the Supervisory Board within the first quarter of a fiscal year). The forecast Adjusted EBITDA for a fiscal year is published in the annual report for the previous fiscal year. The actual Adjusted
EBITDA for the fiscal year is published in the annual report for the fiscal year. 
  

	(2)	 For Adjusted EBITDA, the “Target” for a fiscal year is met if actual Adjusted EBITDA meets or exceeds
forecast Adjusted EBITDA. The “Minimum Target” is met if actual Adjusted EBITDA meets or exceeds 75% of forecast Adjusted EBITDA. 



§ 6 Exercisable Restricted Share Awards 
  

	(1)	 Once the annual report for a fiscal year of the Performance Period has been published, the number of
exercisable Restricted Share Awards related to that year is determined as follows: 


  

	 	•	 	 If the Minimum Target for the Key Performance Indicator has not been met for that year, 25% of the original grant
of Restricted Share Awards expire at the end of the Waiting Period without any compensation. 


  

	 	•	 	 If the Target for the Key Performance Indicator has been met for that year, 25% of the original grant of
Restricted Share Awards will become exercisable at the end of the Waiting Period. 


  

	 	•	 	 If the Minimum Target for the Key Performance Indicator has been met and the Target has not been met for that
year, x% of the original grant of Restricted Share Awards will become exercisable at the end of the Waiting Period with x=[(actual Adjusted EBITDA/forecast Adjusted EBITDA)-0.75]*50+12.5.




  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 If the applicable percentage does not yield a whole number of exercisable Restricted Share
Awards related to that year, the number is rounded up to determine the number of exercisable Restricted Share Awards related to that year. The relationship between forecast and actual Adjusted EBITDA and the number of exercisable Restricted Share
Awards is illustrated in Appendix 1. 
  

	(2)	 The exercisable Restricted Stock Awards for each year of a Performance Period add up to the number of
exercisable Restricted Stock Awards of the grant that will become exercisable at the end of the Waiting Period. If required, this number is rounded up to a whole number. Any fractional number is disregarded and not compensated for.



 The final number of exercisable Restricted Stock Awards represents the total number of exercisable subscription rights
at the end of the Waiting Period. The calculation is outlined in Appendix 2. 
 § 7 Exercise of Shares 

 

	(1)	 After expiry of the Waiting Period, each exercisable subscription right may only be exercised once during the
remaining term of the Restricted Share Award. All subscription rights must be exercised within a period of twelve months after the end of the respective Waiting Period (Exercise Period). 



 

	(2)	 During the Exercise Period, the subscription rights may only be exercised in accordance with the rules on
closed periods defined in Regulation No. 596/2016 of the European Parliament and Council of 16 April 2014 (Market Abuse Regulation) and the delegated acts adopted in this context or any legislation replacing them. Additional statutory
restrictions may apply. 


 Over and above the statutory restrictions, all beneficiaries are subject to the following closed
periods: (i) the30-days periods that end on the day of the press conference on annual results and end on a day on which the Company publishes a quarterly, semi-annual or annual report and (ii) the period from the start of the day on which
the Company publishes in the Federal Gazette (Bundesanzeiger) an offer to subscribe for new shares or convertible bonds or warrants to the end of the subscription period (plus any extension). 

 

	(3)	 Subscription rights can only be exercised by the beneficiaries themselves, or their heirs. Subscription rights
are legally non-transferable; they are, however, freely inheritable. 


  

	(4)	 At the end of the term, all remaining subscription rights are automatically exercised, and the resulting
company shares sold on the stock market on behalf of the beneficiaries by a Company-appointed agent. All net proceeds are credited to the beneficiary. Notwithstanding such an automatic exercise, subscription rights that cannot be exercised at the
end of the term for reasons beyond the Company’s control expire without replacement or compensation. 


  

	(5)	 When exercising subscription rights, the beneficiary must pay the exercise price for each resulting company
share. The “Exercise Price” per share corresponds to the amount of the share capital attributable to each individual share at the time the subscription rights are exercised, currently €1.00. 



 

	(6)	 The monetary benefit of a single grant of Restricted Share Awards (market value of resulting company shares at
time of exercise less the exercise price for these shares) for a beneficiary is capped at 400 % of the initial Target Value as determined by the Supervisory Board pursuant to § 2 (6). Any exercisable subscription rights whose exercise
would exceed the cap forfeit without compensation. An example of the potential pay-out and cap is attached as Appendix 3. 



  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

  

	(7)	 The Company reserves the right at its sole discretion to replace some or all shares to be allocated to the
beneficiary with a cash payment equivalent to the market value less the exercise price of the respective shares or with Evotec shares held in treasury or acquired for that purpose, in these cases regardless of the exercise price.



  

	(8)	 In the event of extraordinary developments, the Supervisory Board may fully or partially limit the matter and
volume of the Restricted Share Awards granted to members of the Management Board. 


 § 8 Change of Control 

 

	(1)	 A change of control occurs when (i) a shareholder of the Company or a third party acquires either alone or
under the rules of § 30 German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz [WpÜG]) a holding of 30% or more of the shares of the Company or (ii) a controlling agreement (Beherrschungsvertrag) with
another legal entity is entered into and has taken effect with the Company as dependent company pursuant to § 291 German Stock Corporation Act (Aktiengesetz [AktG]) or (iii) the Company is merged with a legal entity pursuant to
§ 2 German Transformation Act (Umwandlungsgesetz [UmwG]), unless the value of the external legal entity amounts to less than 50% of the new Company value according to the agreed upon conversion ratio (the “Change of Control”).



  

	(2)	 If a Change of Control occurs during the Waiting Period of a Restricted Share Award grant, the Restricted Share
Award grant shall be settled in cash immediately in due consideration of the restrictions set forth in §7 (2). The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that
the Target for the Key Performance Indicator has been met for those years that cannot be finally assessed at that time. The cap set forth in § 7 (6) applies accordingly. 



The share price that will be used to determine the cash value of the notional number of exercisable subscription rights shall be equal to the
share price as indicated in the takeover bid as mandatory under German Takeover Law. 
 § 9 Termination of Employment Contract

  

	(1)	 If a beneficiary ceases to hold office with the Evotec Group due to termination by the Company for good cause,
the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation. 



 

	(2)	 If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to a
beneficiary-initiated termination, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation. However, the Supervisory Board may
decide on the continuance of an appropriate number of exercisable subscription rights or a cash settlement to account for specific circumstances e.g. good leaver, unless such beneficiary joins a competitor of the Company, i.e. another CRO, within
twelve (12) months following the departure. 


 The number of continuing exercisable subscription rights shall not
exceed the notional number of exercisable subscription rights pursuant to § 6, assuming that the Minimum Target for the Key Performance Indicator has not been met for those years 

  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 
that cannot be finally assessed at that time. An example is attached in Appendix 4. Continuing exercisable subscriptions rights are exercisable after expiry of the respective Waiting
Period. 
  

	(3)	 If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to expiration of
appointment or due to the rejection of the reappointment offer by the member of the Management Board despite adequate conditions (i.e. role, responsibility, compensation), a Restricted Share Awards grant remains unaffected and all resulting
subscription rights are exercisable after expiry of the respective Waiting Period. 


  

	(4)	 If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to permanent
disability or death, a Restricted Share Awards grant remains unaffected and all exercisable subscription rights are exercisable after expiry of the respective Waiting Period. However, the Supervisory Board may decide that a Restricted Share Awards
grant shall be settled in cash before. The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that the Target for the Key Performance Indicator has been met for those years that
cannot be finally assessed at that time. 


 § 10 Taxation, Duties and other Expenses 

Proceeds from this Restricted Share Plan might be subject to tax and social security charges, depending on the applicable law in the respective jurisdiction.
All taxes, duties and other expenses associated with the allocation and/or the pay-out of the settlement of the Restricted Share Awards shall be borne by the beneficiary, if there is no other mandatory
statutory provision. The beneficiary is liable for compliance with all respective tax and social security laws as well as for the orderly payment of taxes and possibly accruing social security contributions. The respective employing company of the
Evotec Group where applicable may have to withhold and pay the accruing taxes, duties and other expenses according to the applicable law on behalf of the beneficiary, as long as this complies with accepted procedures in the respective jurisdiction.

 § 11 Claims, Applicable Law, Court of Jurisdiction 
  

	(1)	 Any claim by an eligible beneficiary resulting from this Restricted Share Plan must be addressed to Evotec SE.



  

	(2)	 All rights and responsibilities arising out of this Restricted Share Plan as well as the interpretation of
terms are in every respect governed by the Laws of the Federal Republic of Germany. 


  

	(3)	 The court of jurisdiction for all disputes in connection with this Restricted Share Plan is Hamburg, Germany,
unless mandatory legal regulations provide for a different court of jurisdiction. 


 § 12 Miscellaneous 

 

	(1)	 If these Terms and Conditions come into conflict with the authorisation resolved by the Company’s Annual
General Meeting on 16th June 2020, the regulations of the shareholders’ resolution shall prevail. 


  

	(2)	 Should individual clauses of the Plan conditions be or become invalid or
non-feasible in part or in their totality or should there be a gap in these conditions, this shall in no way affect the validity of the other Plan conditions. The invalid or
non-feasible clause shall, by the way of supplementary contractual interpretation, be replaced by a valid and feasible clause which corresponds to the spirit and purpose of the invalid




  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  


	 	
and non-feasible clause. In case of a gap, an appropriate clause will be determined, which corresponds to what would have been stipulated according to the
spirit and purpose of these Plan conditions, had the situation been addressed in the first place. This also holds true if the invalidity of a clause is based on a measurement of a benefit or time period which has been standardised in these Plan
conditions. 

  

	(3)	 If there are any changes to the stock exchange usages or other legal, economical or administrational changes
during the term of the Restricted Share Awards which make the enforcement of these Plan’s Terms and Conditions or of individual clauses significantly more difficult or impossible, the Company is with reasonable discretion entitled to make
appropriate amendments. 


 § 13 Validity 

 

	(1)	 These Terms and Conditions follow the approval of the Restricted Share Plan 2020 by the Company’s Annual
General Meeting on 16th June 2020. They have been resolved by the Supervisory Board of Evotec SE. 


  

	(2)	 The Terms and Conditions are binding for the Company and the beneficiaries unless they are revised by the
Supervisory Board. It is understood that revisions of these Terms and Conditions for an award which has been made may only be amended with the consent of the beneficiary. 



  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 Appendices 

Appendix 1 – Number of Exercisable Restriction Share Awards 
  

 
 



 

  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 Appendix 2 – Number of Exercisable Subscription Rights 

 
 



 

  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 Appendix 3 – Potential Pay-Out and Cap 

The pay-out depends on the overall target achievement and the share price development. The overall target achievement
across the Performance Period is limited to 100 %. Each row of the table below corresponds to a possible outcome, which are all shown in the first column. 

The columns of the table show different ratios between the proceeds of the exercise of a subscription right (share price at exercise less 1€) and the
fair market value of one Restricted Share Award at Grant. Example: The ratio of 400 % expresses that the share price at exercise (less 1 €) is four times the fair market value of one Restricted Share Award at Grant. 

Each cell of the table represents a combination of share price development (as shown in the columns) and overall target achievement (as shown in the rows) and
shows the pay-out as a percentage of the initial target value. 
 If the
pay-out percentage does not exceed 400 %, the cap will not be applied (green cells). Only if the pay-out percentage exceeds 400 %, some of the subscription
rights will forfeit at exercise, as described in § 7 (6) (red cells). 
  
 



 

  
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 Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board 

 
  

 Appendix 4 - Allocation of Subscription Rights in case of a Voluntary Termination of Employment 

Scenario: 
  

	 	•	 	 Number of Restricted Share Awards granted: 50,000 



 

	 	•	 	 Plan beneficiary ceases to be employed 36 months after grant of the Restricted Share Awards due to a
beneficiary-initiated resignation 


  

	 	•	 	 Supervisory Board allows the continuance of exercisable subscription rights 



 

	 	•	 	 Performance of the Key Performance Indicator is 80 % in year 1, 110 % in year 2, 65 % in year 3
and 95 % in year 4. 


 Final Number of subscription rights: 

 

	 	•	 	 In Year 1, the actual performance of the KPI was 80 % of Target. According to the calculation shown in
§ 7, this translates to an applicable percentage of 15 % (calculation is: [(80 %/100 %)-0.75] * 50 + 12.5 = 15). 



The applicable percentage results in 7,500 Exercisable Restricted Share Awards for year 1 (15 % of 50,000 granted Restricted Share
Awards = 7,500 Exercisable Restricted Share Awards). 
  

	 	•	 	 In Year 2, the actual performance of the KPI was 110 % of Target. According to the calculation shown in
§ 7, this translates to an applicable percentage of 25 % when determining the number of Exercisable Restricted Share Awards (110 % actual performance is larger than required 100 % performance and thus Target is fully met and
applicable percentage set to 25 %). 


 The applicable percentage results in 12,500 Exercisable Restricted Share Awards
for year 2 (25 % of 50,000 granted Restricted Share Awards = 12,500 Exercisable Restricted Share Awards). 
  

	 	•	 	 In Year 3, the actual performance of the KPI was 65 % of Target. According to the calculation shown in
§ 7, this translates to an applicable percentage of 0 % (65 % performance is lower than threshold of 75 %, no Awards become exercisable). 



The applicable percentage results in 0 Exercisable Restricted Share Awards for year 3 (0 % of 50,000 granted Restricted Share
Awards = 0 Exercisable Restricted Share Awards). 
  

	 	•	 	 In Year 4, the beneficiary is no longer employed at Evotec Group. The actual performance of the KPI was 95 %
of Target. According to the rules described in § 7 (2), the actual performance is not considered. The applicable percentage is 0 %. 



The applicable percentage results in 0 Exercisable Restricted Share Awards for year 4 (0 % of 50,000 granted Restricted Share
Awards = 0 Exercisable Restricted Share Awards). 
  

	 	•	 	 After the Waiting Period a total of 20,000 Restricted Share Awards (7.500 + 12.500 + 0 + 0) become 20,000
exercisable Subscription Rights to be exercised within the Exercise Period. 



  
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