Annual Report & Accounts 2015 - REPORT OF THE REMUNERATION COMMITTEE
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