<< < > >>
Search:
| Full PDF report | Print this page |
Annual Report & Accounts 2015 - REPORT OF THE REMUNERATION COMMITTEE
slide
<< < > >>
6. Long-term incentive schemes the Group operated four schemes during the year. the participants of the schemes include executive Directors and senior management. 6.1) 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. During 2015, the directors surrendered their options under this scheme. 6.2) 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 a 20% premium to the average mid-market closing price over the period from 17 november 2011 to 28 January 2012. During 2015, the directors surrendered their options under this scheme. 6.3) 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. 6.4) 27 March 2015 awards in light of the surrender of share options granted under the 2010 and 2011 schemes, the Company implemented a new retention plan (the 'retention plan') for the senior team comprising K alexander, r Cooper and L feldman (the 'senior team'). the retention plan is focused on ensuring that the senior team are compensated for the surrender of their fully vested and "in the money" share options. accordingly, each member of the senior team was entitled to receive cash payments which in total equal the value of their surrendered share options. under the retention plan: • total cash payment due to each director were to be paid evenly over a period of two years. • the directors' dividend bonuses derived from the share options will decrease in a straight-line over the 24 month period of the retention plan • in the event a director's service is terminated by the Company for cause (as defined in their service agreement of letter of appointment) or he resigns during the two year period (other than due to serious illness or repudiatory breach by the Company of his service agreement), he will not be entitled to receive any further retention plan payments. • all payments would become payable on a change of control of the Company. During 2015, the first of the 24 monthly retention plan payments was made, but all subsequent payments were put on hold pending the outcome of the proposed deal with bwin.party. prior to the surrender of the vested share options, the senior team also received cash bonuses equal to the dividends that would have been paid to them had they exercised those options. to compensate them for the loss of this dividend credit, the senior team would continue to receive a cash payment at the time the dividends are paid, equal to the dividend they would have received had they exercised their share options. these notional shareholdings are treated as reducing over the two year period, in line with the cash payments set out above. all and any plans in which the directors participated terminated on 1 february 2016 and were replaced with new arrangements the details of which were listed on pages 325 to 329 of the prospectus. GVC HOLDINGS PLC ANNUAL REPORT 2015 BUsiness ReVieW 31