BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ... - BBVA

BBVA executive team. It is to end on December 31, 2011 and will be settled by April 15, 2012,
notwithstanding the provisions included in its Regulation for early settlement.
The precise number of shares to be given to each beneficiary of the 2010-2011 program is also calculated
by multiplying the number of units allocated by a coefficient of between 0 and 2. This coefficient reflects the
relative performance of BBVA’s total stockholder return (TSR) during the period 2010-2011 compared with
the TSR of a group of the Bank’s international peers.
These shares will be given to the beneficiaries after the settlement of the program. They will be able to use
these shares as follows: (i) 40 percent of the shares received will be freely transferable by the beneficiaries
at the moment they are received; (ii) 30 percent of the shares received will be transferable one year after the
settlement date of the program; and (iii) the remaining 30 percent will be transferable starting two years after
the settlement date of the program.
The number of units assigned for the executive directors under the AGM resolution is 105,000 for the
Chairman and CEO and 90,000 for the President and COO.
The total number of units assigned under this program to the Management Committee members who held
this position on June 30, 2010, excluding executive directors, is 385,000.
• SCHEME FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS WITH DEFERRED DISTRIBUTION OF SHARES
The Bank’s AGM on March 18, 2006 resolved under agenda item eight to establish a remuneration scheme
using deferred distribution of shares to the Bank’s non-executive directors, to replace the earlier postemployment
scheme in place for these directors.
The plan is based on the annual assignment to non-executive directors of a number of "theoretical shares"
equivalent to 20% of the total remuneration received by each of them in the previous year. The share price
used in the calculation is the average closing price of the BBVA shares in the seventy stock market sessions
before the dates of the ordinary AGMs that approve the annual accounts for each year. The shares will be
given to each beneficiary on the date he or she leaves the position of director for any reason except serious
breach of duties.
The number of “theoretical shares” allocated to non-executive director beneficiaries under the deferred share
distribution scheme approved by the AGM for 2010, corresponding to 20% of the total remuneration paid to
each in 2009, is set out below:
Scheme for Remuneration of Non-Executive Directors
with Deferred Distribution of Shares
Theorical
Shares
assigned in 2010
Accumulated
Theorical
Shares
Tomás Alfaro Drake 3,521 13,228
Juan Carlos Alvarez Mezquiriz 5,952 39,463
Rafael Bermejo Blanco 7,286 23,275
Ramón Bustamante y de la Mora 5,401 38,049
José Antonio Fernández Rivero 6,026 30,141
Ignacio Ferrero Jordi 5,952 40,035
Carlos Loring Martínez de Irujo 5,405 25,823
Enrique Medina Fernández 7,079 51,787
Susana Rodríguez Vidarte 4,274 24,724
Total (*) 50,896 286,525
(*) Additionally, 5,198 “theoretical shares” were allocated to Mr. Roman Knörr Borrás, who stood down as director on
March, 23, 2010, equivalent to 20% of the remuneration received by him in 2009
• PENSION COMMITMENTS
The provisions registered as of June 30, 2010 for pension commitments to the President and COO are
€14,146 thousand, including both those accumulated as director of the Group and those resulting from his
current position as President and COO., from which €463 thousand were assigned in 2010, and as of this
date, there are no other pension commitments with executive directors.
In addition, insurance premiums amounting to €92 thousand were paid on behalf of the non-executive
members on the Board of Directors.
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