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Annual Report & Accounts 2014 - REPORT OF THE REMUNERATION COMMITTEE
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D) Long-term incentive Schemes The Group operates three schemes and the Executive Director's and Senior Management participate in both. original Scheme The original scheme has had ten main grants. At 31 December 2014, 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. 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. 2 June 2014 awards The awards will vest in full (and become exercisable) on the share price being equal to or exceeding 6.00 per share for a continuous period of 90 calendar days at any time from the date of grant. If there is a change of control, the awards will vest in full immediately unless the share price is less than 5.00 per share, in which case the Awards will lapse in full. The awards have been treated as vesting over a 3 year period. Of the awards granted on 2 June 2014, 350,000 were issued as cash settled options under the same terms as the equity settled awards as an equity settled award would have triggered an immediate personal tax liability on L Feldman as a US citizen and tax resident. e) Directors' Share options existing existing Vested at 31 exercised/ at 31 at 31 option December Granted in bought out December December expiry Scheme price 2013 the year in the year 2014 2014 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 - - 800,000 800,000 27 Jan 2022 K Alexander 2 June 2014 1p - 1,400,000 - 1,400,000 - 31 Mar 2022 R Cooper Original 126p 26,667 - (26,667) - - 20 May 2020 R Cooper 21 May 2010 213p 400,000 - - 400,000 400,000 27 Jan 2022 R Cooper 16 Nov 2011 154.79p 400,000 - - 400,000 400,000 31 Mar 2022 R Cooper 2 June 2014 1p - 700,000 - 700,000 - 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 - - 400,000 400,000 27 Jan 2022 L Feldman 2 June 2014 1p - 350,000 - 350,000 - 31 Mar 2022 N Blythe-Tinker 21 May 2010 213p 75,000 - (75,000) - - total 3,301,667 2,450,000 (101,667) 5,650,000 3,200,000 *these share options were bought out on 17 January 2014. The charge to the consolidated income statement in respect of these options in 2014 was €638,000 (2013: €347,000). GVC HOLDINGS PLC ANNUAL REPORT 2014 65 RepoRt of the RemuneRation Committee