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building a STRONGER foundation - Cemex

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17. EXECUTIVE STOCK-BASED COMPENSATION<br />

CEMEX, S.A.B. DE C.V. AND SUBSIDIARIES<br />

Notes to the Consolidated Financial Statements – (Continued)<br />

As of December 31, 2010, 2009 and 2008<br />

(Millions of Mexican pesos)<br />

CEMEX has a long-term compensation program providing for the grant of CEMEX’s CPOs to a group of executives. Beginning in 2009,<br />

CEMEX issues new CPOs under each annual program over a 4 year period. By agreement with the executives, the CPOs of the annual grant,<br />

which is equivalent to 25% of the CPOs related to each plan, are placed in a trust established for the benefit of the executives (the<br />

“executives’ trust”) to comply with a 1 year restriction on sale. Under these plans, CEMEX granted approximately 25.7 million CPOs in 2010<br />

and 13.7 million CPOs in 2009 that were subscribed and pending for payment in CEMEX’s treasury, corresponding in 2010 to the first 25%<br />

of the 2010 program and the second 25% of the 2009 program, and in 2009 to the first 25% of the 2009 program. The remaining shares will<br />

be issued during the following years representing approximately 50.7 million CPOs. During 2008, under this program, the eligible executives<br />

received cash bonuses, which were used by the executives to simultaneously acquire CPOs in the market through the executives’ trust. Such<br />

CPOs were placed in the executives’ trust to comply with a restriction on sale period of 4 years, which vests up to 25% at the end of each<br />

year. The compensation expense related to the grants in 2010 and 2009 represented the fair value of CPOs as of the grant date considering a<br />

weighted average price per CPO of Ps12.54 and Ps11.86, respectively. In 2008, the fair value of CPOs at acquisition date equaled the cash<br />

bonuses. The expense recognized in the statements of operations in connection with these programs during 2010, 2009 and 2008 amounted to<br />

Ps536, Ps606 and Ps725, respectively.<br />

Until 2005, CEMEX granted stock options to executives based on CEMEX’s CPOs. Options outstanding under CEMEX’s programs represent<br />

liability instruments, except for those of its “Fixed program,” which was designated as equity instruments (note 2T). The information related<br />

to options granted in respect of CEMEX, S.A.B. de C.V. CPOs is as follows:<br />

Options Fixed program (A)<br />

F-50<br />

Variable program<br />

(B)<br />

Restricted program<br />

(C) Special program (D)<br />

Options outstanding at the beginning of 2008 .............. 898,470 1,376,347 15,022,272 845,424<br />

Changes in 2008:<br />

Options cancelled and adjustments............................... (63,352) – – –<br />

Options exercised ......................................................... (87,873) (17,427) – (99,425)<br />

Options outstanding at the end of 2008 ........................ 747,245 1,358,920 15,022,272 745,999<br />

Changes in 2009:<br />

Options exercised ......................................................... (133,606) – – (23,381)<br />

Options at the end of 2009............................................ 613,639 1,358,920 15,022,272 722,618<br />

Changes in 2010:<br />

Options cancelled and adjustments............................... (57,933) – – –<br />

Options exercised ......................................................... (106,963) – – (8,000)<br />

Options at the end of 2010............................................ 448,743 1,358,920 15,022,272 714,618<br />

Underlying CPOs 1 ....................................................... 2,760,842 7,119,529 70,481,496 14,292,360<br />

Exercise prices:<br />

Options outstanding at the beginning of 2010 1, 2......... Ps6.49 US$1.43 US$2.00 US$1.36<br />

Options exercised in the year 1, 2 .................................. Ps7.53 – – US$0.97<br />

Options outstanding at the end of 2010 1, 2................... Ps5.85 US$1.52 US$2.00 US$1.36<br />

Average life of options: 0.5 years 1.3 years 1.5 years 2.8 years<br />

Number of options per exercise price: 266,385 – Ps4.5 886,170 – US$1.6 15,022,272 – US$2.0 81,826 – US$1.1<br />

182,358 – Ps7.8 141,679 – US$1.7 – 125,345 – US$1.4<br />

– 67,295 – US$1.4 – 135,751 – US$1.0<br />

– 205,034 – US$1.2 – 257,291 – US$1.4<br />

– 58,742 – US$1.5 – 114,405 – US$1.9<br />

Percent of options fully vested: 100% 100% 100% 100%<br />

1 Exercise prices and the number of underlying CPOs are technically adjusted for the dilutive effect of stock dividends and recapitalization of retained<br />

earnings.<br />

2 Weighted average exercise prices per CPO.<br />

A) Fixed program<br />

From June 1995 through June 2001, CEMEX granted stock options with a fixed exercise price in pesos, equivalent to the market price of the<br />

CPO at the grant date and with tenure of 10 years. The employees’ option rights vested up to 25% annually during the first 4 years after<br />

having been granted.

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