Vesuvius plc Prospectus

Awards for Executive Directors
It is the current intention that share awards granted to Executive Directors under the Vesuvius Share
Plan within 12 months following the Demerger will likely be granted in the form of performance
share awards.
Following the 12 month period, the Vesuvius Remuneration Committee shall have the discretion to
consider the grant of different types of award to Executive Directors under the Vesuvius Share Plan.
The Vesuvius Share Plan is similar to the current Cookson LTIP except that it has been simplified to
remove matching shares whilst providing flexibility as to the types of award that can be granted.
(a) Performance conditions for performance share awards
The vesting of performance share awards granted by the Company will be based on the Company’s
performance against specified performance conditions measured over a three year period.
The present intention is that the performance metrics will be similar to Cookson (EPS and TSR
based), and the performance scale is intended to be set so that it is of similar difficulty to that which
applied under the Cookson LTIP.
(b) Performance conditions for market-price options
It is the current intention that any market-price options granted by the Company will vest subject to
an EPS growth condition. However, the Vesuvius Remuneration Committee shall have the discretion
to determine the use of other financial or operational measures.
(c) Eligibility and individual grant levels
Executive Directors will normally be eligible to receive, on an annual basis:
• a performance share award with a face value of up to 200 per cent. of base salary; or
• a market-price option with a face value of up to 300 per cent. of base salary
The Vesuvius Remuneration Committee shall have the discretion to grant a mix of performance
share awards and market-price options to an executive if the commercial value of the mixed grant is
not higher than the commercial value that would have been otherwise provided to the executive
under a single grant.
Cookson’s remuneration consultants have confirmed that the total potential annual value of the
intended share plan awards for Executive Directors is of a broadly similar economic value to the
total potential annual value of the existing share plan awards for the Cookson Executive Directors.
5.5 Pension and other benefits
Pensions and other benefit arrangements for Executive Directors will remain largely unchanged
following the Demerger, with Mr O’Shea having entitlement on a similar basis to other Executive
Directors.
6 Directors’ service contracts and letters of appointment
6.1 Executive Directors’ service agreements
John McDonough CBE
Pursuant to the terms of a letter of engagement with Vesuvius plc dated 31 October 2012, John
McDonough agreed to serve as a Non-Executive Director and Chairman of Vesuvius plc for an
annual fee of £185,000. Mr McDonough was appointed Chairman with effect from 31 October 2012,
and is to stand for election for an annual term with effect from the Vesuvius annual general meeting
in May 2013. Mr McDonough’s appointment as Chairman can be terminated by either party on 12
months’ notice during the first year of Mr McDonough’s appointment, and six months’ notice
thereafter. It is subject to the Vesuvius Articles and will terminate automatically if Mr McDonough
is removed from office by a resolution of Vesuvius Shareholders or is not re-elected to office. Any
compensation for loss of office would be based upon his fee. None of the other Non-Executive
Directors is entitled to receive compensation for loss of office at any time.
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