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Annual Report & Accounts 2012 - REPORT OF THE REMUNERATION COMMITTEE
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H ANNUAL REPORT 2012 o l d i n g G~VC s Directors' Share Options Existing Existing Vested at 31 at 31 at 31 Option December Granted in December December Expiry Scheme price 2011 the year 2012 2012 date Executive Directors K Alexander 21 May 2010 213p 800,000 - 800,000 666,667 20-05-20 K Alexander 16 Nov 2011 154.79p - 800,000 800,000 - 27-01-22 R Cooper Original 126p 191,667 - 191,667 - 11-12-18 R Cooper 21 May 2010 213p 400,000 - 400,000 333,333 20-05-20 R Cooper 16 Nov 2011 154.79p - 400,000 400,000 - 27-01-22 Non-Executive Directors L Feldman 21 May 2010 213p 400,000 - 400,000 333,333 20-05-20 L Feldman 16 Nov 2011 154.79p - 400,000 400,000 - 27-01-22 N Blythe-Tinker 21 May 2010 213p 75,000 - 75,000 62,500 20-05-20 Each of the Executive Directors will agree to retain the GVC Holdings PLC shares which he acquires on exercise of his awards under the LTIP until the date of his cessation of employment with the redomiciled Group (save that each Executive Director will be permitted to sell sufficient of the GVC Holdings PLC shares acquired on exercise to enable him to fund the exercise price of such awards and any income tax and social security contribution liabilities which arise on exercise). The charge to the consolidated income statement in respect of these options in 2012 was €483,000 (2011: €268,000). Other Employees and Consultants The majority of staff in the Group are also able to benefit financially from their endeavors through either a discretionary bonus scheme and/or Group share option plans. Details of the outstanding share options are listed below. Exercise Number of Vested at 31 Scheme price options December 2012 Vesting criteria Original 129p 31,513 31,513 Note a New 1p 100,000 83,333 Note b New 1p 100,000 83,333 Note c Note a: These awards were granted under the original scheme, on the first anniversary of the grant date, 25% of the option vests. Thereafter, the balance of the option vests over three years, at 1/36th per month and will remain exercisable until 10 years after the date of grant at the end of which period they will lapse. Note b: These options were granted under the new scheme, it is expected that the initial awards will vest over a three year period as follows; one third of the ordinary shares subject to each award will vest 12 months after the date of grant of the awards and the balance of the ordinary shares will vest in eight equal quarterly instalments over the following 24 months. Once vested, awards will normally be exercisable up to ten years from the date of grant at the end of which period they will lapse. The awards are subject to a performance condition which will require the Company's average share price over a period of 30 dealing days to reach 300p per ordinary share before the initial awards are capable of being exercised. Note c: These options were granted under the new scheme, it is expected that the initial awards will vest over a three year period as follows; one third of the ordinary shares subject to each award will vest 12 months after the date of grant of the awards and the balance of the ordinary shares will vest in eight equal quarterly instalments over the following 24 months. Once vested, awards will normally be exercisable up to ten years from the date of grant at the end of which period they will lapse. The awards are subject to a performance condition which will require the Company's average share price over a period of 30 dealing days to reach 200p per ordinary share before the initial awards are capable of being exercised. The charge to the consolidated income statement in respect of the options for other employees and consultants in 2012 was €85,000 (2011: €172,000). 60 REPORT OF THE REMUNERATION COMMITTEE continued