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Annual Report for the year ended 31 December 2008

Annual Report for the year ended 31 December 2008

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38. emPloYee sHaRe sCHemes (CONTINuED)<br />

The share options outstanding at <strong>the</strong> end of <strong>the</strong> <strong>year</strong> have a weighted average exercise price and expected remaining life as follows:<br />

<strong>2008</strong> 2007<br />

Weighted Weighted Weighted Weighted<br />

Number average average Number average average<br />

Range of exercise prices of share exercise price expected of share exercise price expected<br />

(pence) options (pence) remaining life options (pence) remaining life<br />

1 19,863,532 1.00 8.00 20,320,807 1.00 8.19<br />

25-55 1,878,275 50.37 2.81 2,439,825 48.02 4.11<br />

56-155 5,826,565 88.86 4.70 5,906,565 89.<strong>31</strong> 5.74<br />

27,568,372 28,667,197<br />

The Evolution Group Plc 2006 Per<strong>for</strong>mance Share Plan<br />

This plan was approved by shareholders on <strong>the</strong> 26 May 2006 at its <strong>Annual</strong><br />

General Meeting.<br />

Eligibility<br />

Any Director of <strong>the</strong> company, or a Group company, and any employee of <strong>the</strong><br />

company, or a Group company, may be invited to participate in <strong>the</strong> plan.<br />

Nature of Plan<br />

The plan provides <strong>for</strong> participants to be awarded free shares in <strong>the</strong> parent<br />

company subject to achievement of specific per<strong>for</strong>mance criteria.<br />

Per<strong>for</strong>mance criteria<br />

The per<strong>for</strong>mance conditions determine <strong>the</strong> number of shares with reference<br />

to <strong>the</strong> average mid market share price as derived from <strong>the</strong> Daily official list<br />

of <strong>the</strong> london stock exchange on all dealing days over any period of 60<br />

consecutive days during <strong>the</strong> per<strong>for</strong>mance period, which is from 1 April 2006<br />

to <strong>31</strong> March 2009. The prescribed per<strong>for</strong>mance growth is derived from a<br />

base share price of £1.42 at <strong>31</strong> <strong>December</strong> 2005.<br />

if <strong>the</strong> average share price equals or exceeds £2.13 (an increase of 50% from<br />

base price) within <strong>the</strong> per<strong>for</strong>mance period <strong>the</strong>n an award may be exercised<br />

over one-third of <strong>the</strong> shares granted. however if <strong>the</strong> average share price equals<br />

or exceeds £2.84 (an increase of 100% from base price) <strong>the</strong>n <strong>the</strong> full award of<br />

<strong>the</strong> shares granted may take place. Additionally, <strong>the</strong> satisfactory employment<br />

by <strong>the</strong> individual within a Group company throughout <strong>the</strong> period following<br />

grant of an award is required. The earliest exercise date is 30 June 2009.<br />

As at 1 February 2009 <strong>the</strong> per<strong>for</strong>mance criteria can no longer be met and<br />

hence awards under this scheme will lapse on 1 April 2009.<br />

Scheme Limits<br />

The number of shares which may be issued to satisfy awards under<br />

this plan is limited 25,000,000 shares. The scheme additionally restricts<br />

<strong>the</strong> maximum number of shares available to Directors of <strong>the</strong> company<br />

to 10,000,000 shares. individuals who fall within <strong>the</strong> definition of a Director<br />

of <strong>the</strong> company be<strong>for</strong>e <strong>31</strong> <strong>December</strong> 2007 are not eligible <strong>for</strong> awards after<br />

<strong>31</strong> <strong>December</strong> 2006. An amount of 2,000,000 shares not awarded to<br />

Directors of <strong>the</strong> company be<strong>for</strong>e <strong>31</strong> <strong>December</strong> 2006 up to <strong>the</strong> 10,000,000<br />

share limit have become available to award to employees or to future<br />

Directors of <strong>the</strong> company.<br />

notes to tHe FinanCial statements CONTINuED<br />

FOR THE YEAR ENDED <strong>31</strong> DECEMBER <strong>2008</strong><br />

74 The evoluTion Group plc AnnuAl reporT & AccounTs <strong>2008</strong><br />

Awards granted<br />

At <strong>31</strong> <strong>December</strong> <strong>2008</strong>, awards of 25,000,000 (2007: 25,000,000) shares<br />

were outstanding. Following vesting <strong>the</strong> shares can be exercised between<br />

30 June 2009 and 30 June 2016 subject to achievement of relevant<br />

per<strong>for</strong>mance conditions.<br />

The Evolution Group Plc 2002 Executive Share Option Scheme<br />

The Board approved this plan on 13 March 2002 and it was approved by<br />

shareholders on 10 october 2003.<br />

Eligibility<br />

Any Director of <strong>the</strong> company, or a Group company, and any employee of <strong>the</strong><br />

company, or a Group company, may be invited to participate in <strong>the</strong> plan.<br />

Nature of Plan<br />

The plan provides <strong>for</strong> participants to be awarded shares in <strong>the</strong> company at<br />

<strong>the</strong>ir nominal cost. subject to achievement of per<strong>for</strong>mance criteria, awards<br />

of shares convert into call rights over such shares. The plan is operated in<br />

conjunction with an employee benefit trust on three levels.<br />

it is operated as a standalone plan and it is also used as <strong>the</strong> framework <strong>for</strong><br />

<strong>the</strong> Key per<strong>for</strong>mers share incentive plan (“Kpsip”) introduced <strong>for</strong> employees<br />

of evolution securities limited in January 2003, and <strong>the</strong> Market Making<br />

and Trading share incentive plan (“MMTsip”) which was introduced <strong>for</strong> <strong>the</strong><br />

market making team of esl in January 2005, where it <strong>for</strong>ms <strong>the</strong> method of<br />

delivery of such awards made within <strong>the</strong> Kpsip framework.<br />

The Evolution Group Plc 2002 Executive Share Option Scheme<br />

Per<strong>for</strong>mance criteria<br />

• Standalone plan<br />

under <strong>the</strong> standalone plan <strong>the</strong> basic per<strong>for</strong>mance criteria used prior to<br />

<strong>the</strong> vesting of awards was growth in earnings of 15% per annum over <strong>the</strong><br />

vesting period of <strong>the</strong> award. Additionally, <strong>the</strong> satisfactory employment by<br />

<strong>the</strong> individual within a Group company throughout <strong>the</strong> period following grant<br />

of an award is required. From January 2006, following <strong>the</strong> review by <strong>the</strong><br />

remuneration committee, it was concluded that <strong>the</strong> continued imposition of<br />

per<strong>for</strong>mance criteria <strong>for</strong> all awards on <strong>the</strong> basis of 15% earnings growth was<br />

too generally applied and that where awards were made to employees of <strong>the</strong><br />

Group’s operating subsidiaries, <strong>the</strong>n <strong>the</strong> sole general criteria should be that<br />

of continued satisfactory employment within a Group company.

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