38. emPloYee sHaRe sCHemes (CONTINuED) Per<strong>for</strong>mance criteria The option exercise may be conditional upon <strong>the</strong> per<strong>for</strong>mance of <strong>the</strong> company and/or <strong>the</strong> participant over such period and measured against such objective criteria as may be determined by <strong>the</strong> Directors. The initial per<strong>for</strong>mance criteria established by <strong>the</strong> Directors of <strong>the</strong> company were that <strong>the</strong> closing bid price of a share in The evolution Group plc, as derived from <strong>the</strong> Daily official list published by The london stock exchange, must be not less on average than a specified amount <strong>for</strong> a period of 60 consecutive days be<strong>for</strong>e options can be exercised. if <strong>the</strong> average share price is £0.90, <strong>the</strong>n 25% of <strong>the</strong> options may be exercised; at £1.10 a fur<strong>the</strong>r 25% may be exercised; at £1.30 <strong>the</strong>n a fur<strong>the</strong>r 25% may be exercised; and at £1.50, <strong>the</strong> remaining 25% may be exercised. At a meeting of <strong>the</strong> Board on 21 november 2002, approval was given to <strong>the</strong> waiving of <strong>the</strong>se initial per<strong>for</strong>mance criteria <strong>for</strong> all new options granted under <strong>the</strong> scheme by varying <strong>the</strong> scheme rules. The remuneration committee, having made comparisons with <strong>the</strong> practice of o<strong>the</strong>r Groups and taken <strong>the</strong> appropriate legal advice, made this recommendation. Exercise of options An option may not be exercised later than <strong>the</strong> tenth anniversary after <strong>the</strong> date of grant. The earliest date of exercise is generally two <strong>year</strong>s after <strong>the</strong> date of grant <strong>for</strong> ordinary options and three <strong>year</strong>s after <strong>the</strong> date of grant <strong>for</strong> super options. Scheme Limits The overall limit on <strong>the</strong> number of shares which may be issued to satisfy ordinary options, is 10% of <strong>the</strong> issued share capital and <strong>for</strong> super options, is 5% of <strong>the</strong> issued share capital of <strong>the</strong> company. Options granted At <strong>31</strong> <strong>December</strong> <strong>2008</strong> nil ordinary options (2007: nil) and 4,613,275 super options (2007: 5,254,825) were outstanding with exercise prices between 27.00p and 130.50p. The options can be exercised between 29 June 2004 and 4 november 2016. notes to tHe FinanCial statements CONTINuED FOR THE YEAR ENDED <strong>31</strong> DECEMBER <strong>2008</strong> 76 The evoluTion Group plc AnnuAl reporT & AccounTs <strong>2008</strong> The Evolution Group Plc 2000 Executive Share Option Scheme (unapproved) shareholders approved this scheme on 20 november 2000. Eligibility Any Director of <strong>the</strong> company, or a Group company, and any employee of <strong>the</strong> company, or a Group company, may be invited to participate in ei<strong>the</strong>r ordinary or super options. Option price The exercise price shall be determined by <strong>the</strong> Directors but shall not be less than <strong>the</strong> greater of <strong>the</strong> market value of <strong>the</strong> share at <strong>the</strong> date of grant or <strong>the</strong> nominal value of a share. Per<strong>for</strong>mance criteria The option exercise on ordinary options may be conditional upon <strong>the</strong> per<strong>for</strong>mance of <strong>the</strong> company and/or <strong>the</strong> participant over such period and measured against such objective criteria as may be determined by <strong>the</strong> Directors. There are no per<strong>for</strong>mance criteria <strong>for</strong> super options. Exercise of options An option may not be exercised later than <strong>the</strong> tenth anniversary after <strong>the</strong> date of grant. The earliest date of exercise is generally three <strong>year</strong>s after <strong>the</strong> grant <strong>for</strong> ordinary options and five <strong>year</strong>s after <strong>the</strong> date of grant <strong>for</strong> super options. Scheme Limits The overall limit on <strong>the</strong> number of shares, which may be issued to satisfy ordinary options, is 10% of <strong>the</strong> issued share capital and <strong>for</strong> super options, is 5% of <strong>the</strong> issued share capital of <strong>the</strong> company. Options granted At <strong>31</strong> <strong>December</strong> <strong>2008</strong>, 2,025,933 ordinary options (2007: 2,025,933) and 1,065,632 super options (2007: 1,065,632) were outstanding with an exercise price of 58.67p. The options can be exercised between 11 May 2004 and 11 May 2011. The Evolution Group Plc 2000 Executive Share Option Scheme (Approved) The terms of this scheme are exactly <strong>the</strong> same as <strong>the</strong> unapproved 2000 scheme save <strong>the</strong> restriction that no individual shall be granted options over shares with an aggregate market value (calculated as <strong>the</strong> strike price at date of grant) exceeding £30,000. Options granted no options were granted in ei<strong>the</strong>r period.
THE EVOLuTION GROuP PLC PARENT COMPANY ACCOuNTS Auditors' report and Financial statements For <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>31</strong> <strong>December</strong> <strong>2008</strong> Registered Number: 03359425 PaRent ComPanY FinanCial statements FOR THE YEAR ENDED <strong>31</strong> DECEMBER 77
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