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Annual Report for the year ended 31 December 2008

Annual Report for the year ended 31 December 2008

Annual Report for the year ended 31 December 2008

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19. 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 />

1.00 3,150,000 1.00 6.41 2,100,000 1.00 6.01<br />

52.3 1,500,000 52.30 2.49 2,000,000 49.58 3.89<br />

58.67 3,091,565 58.67 2.36 3,091,565 58.67 3.36<br />

7,741,565 7,191,565<br />

The Evolution Group Plc 2006 Per<strong>for</strong>mance Share Plan (“PSP”)<br />

This plan was approved by shareholders of <strong>the</strong> parent company on <strong>the</strong> 25 May 2006 at its <strong>Annual</strong> General Meeting.<br />

Eligibility<br />

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

<strong>31</strong> March 2009. The prescribed per<strong>for</strong>mance growth is derived from a 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 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 or exceeds £2.84 (an increase of 100% from base price) <strong>the</strong>n <strong>the</strong> full award<br />

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

Scheme Limits<br />

The number of shares, which may be issued to satisfy awards under this plan is limited 25,000,000 shares. The scheme additionally restricts <strong>the</strong> maximum<br />

number of shares available to Directors of <strong>the</strong> company to 10,000,000 shares. individuals who fall within <strong>the</strong> definition of a Director of <strong>the</strong> company be<strong>for</strong>e<br />

<strong>31</strong> <strong>December</strong> 2006 are not eligible <strong>for</strong> awards after <strong>31</strong> <strong>December</strong> 2006. An amount of 2,000,000 shares not awarded to Directors of <strong>the</strong> company be<strong>for</strong>e<br />

<strong>31</strong> <strong>December</strong> 2006 up to <strong>the</strong> 10,000,000 share limit have become available to award to employees or to future Directors of <strong>the</strong> company.<br />

Awards granted<br />

At <strong>31</strong> <strong>December</strong> <strong>2008</strong>, awards of 6,000,000 shares were outstanding. Following vesting <strong>the</strong> shares can be exercised between 30 June 2009 and<br />

30 June 2016 subject to achievement of relevant per<strong>for</strong>mance conditions.<br />

The Evolution Group Plc 2002 Executive Share Incentive Plan<br />

This plan was approved by <strong>the</strong> Board on 13 March 2002 and it was approved by 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> 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 <strong>the</strong>ir nominal cost. subject to achievement of per<strong>for</strong>mance criteria, awards of<br />

shares convert into call rights over such shares. The plan is operated in 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> <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 and Trading share incentive plan (“MMTsip”), which was introduced <strong>for</strong> <strong>the</strong> market<br />

making team of esl in January 2005, where it <strong>for</strong>ms <strong>the</strong> method of delivery of such awards made within <strong>the</strong> Kpsip framework.<br />

notes to tHe FinanCial statements CONTINuED<br />

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

95

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