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Annual Report & Accounts 2013 - REPORT OF THE REMUNERATION COMMITTEE
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Long-term Incentive Schemes The Group operates three schemes the Executive Director's and Senior Management participate in both. Original Scheme The original scheme has had ten main grants. At 31 December 2013, all of the outstanding grants had vested. 21 May 2010 Scheme Following a vote by shareholders in an Extraordinary General Meeting held in Luxembourg on the 21 May 2010 the Group introduced a new scheme and made an initial award to the Executive Directors and certain Senior Management. The awards will normally be exercisable up to ten years from the date of grant at the end of which period they will lapse. 16 November 2011 scheme On 16 November 2011, shareholders approved the grant of additional share options with the same rights as the 21 May 2010 scheme to three directors as follows: Number of shares Director subject to options Exercise period Kenneth Alexander 800,000 Date of grant to the fifth anniversary of grant Richard Cooper 400,000 Date of grant to the fifth anniversary of grant Lee Feldman 400,000 Date of grant to the fifth anniversary of grant These share options were granted at an exercise price of 154.79p being 120% of the average mid-market closing price over the period from 17 November 2011 to 28 January 2012. Each of the Executive Directors has agreed to retain the shares which he acquires on exercise of his awards under the LTIP until the date of his cessation of employment with the GVC Group (save that each Executive Director will be permitted to sell sufficient of the 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). Directors' Share Options Existing Existing Vested at 31 at 31 at 31 Option December Exercised December December Expiry Scheme price 2012 in the year 2013 2013 date Executive Directors K Alexander 21 May 2010 213p 800,000 - 800,000 800,000 20 May 2020 K Alexander 16 Nov 2011 154.79p 800,000 - 800,000 466,667 27 Jan 2022 R Cooper Original 126p 191,667 (165,000) 26,667 26,667 11 Dec 2018 R Cooper 21 May 2010 213p 400,000 - 400,000 400,000 20 May 2020 R Cooper 16 Nov 2011 154.79p 400,000 - 400,000 233,333 27 Jan 2022 Non-Executive Directors L Feldman 21 May 2010 213p 400,000 - 400,000 400,000 20 May 2020 L Feldman 16 Nov 2011 154.79p 400,000 - 400,000 233,333 27 Jan 2022 N Blythe-Tinker 21 May 2010 213p 75,000 - 75,000* 75,000 20 May 2020 Total 3,466,667 (165,000) 3,301,667 2,635,000 *these share options were bought out on 17 January 2014 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 2013 was €353,000 (2012: €483,000). GVC HOLDINGS PLC ANNUAL REPORT 2013 65 REPORT OF THE REMUNERATION COMMITTEE