ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group ...
ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group ...
ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Beneficiaries: those persons who, at the time the shares are allocated, hold the position of<br />
Chief Executive Officer, General Manager or Area Manager of the Acciona <strong>Group</strong>.<br />
Annual share-based bonus. The number of shares composing the share-based bonus for<br />
each beneficiary will be determined by the Company's Board of Directors at the proposal of the<br />
Nomination and Remuneration Committee in March of each year. The share-based bonus of each<br />
beneficiary cannot exceed (a) EUR 150,000 or (b) 50% of the beneficiary's annual variable cash<br />
remuneration. The highest share-based bonus in a given year cannot exceed three times the value<br />
of the lowest bonus for that year.<br />
Share/option exchange ratio and partial substitution of shares by options and vice versa.<br />
Once the annual share-based bonus is established, the Company's Board of Directors will establish<br />
a fixed share/option exchange ratio. The beneficiary may decide to substitute a portion of the<br />
shares assigned, not exceeding fifty per cent (50%), by options.<br />
Shares available for the Plan: the maximum number of shares that can be delivered under<br />
the Plan over the four-year period (2009, 2010, 2011 and 2012) will be 265,000 including those<br />
assigned but exchanged for options at the beneficiaries' discretion.<br />
Annual delivery date: the share-based bonus will be delivered to the beneficiaries within<br />
thirty (30) calendar days following the date of the Annual General Meeting, at the date established<br />
by the Board of Directors or its delegated bodies. For beneficiaries who are Company directors<br />
delivery of the corresponding shares (and, if applicable, options) will be subject to the approval of<br />
the shareholders at the Annual General Meeting in accordance with that provided in the<br />
<strong>Consolidated</strong> Spanish Public Limited Liability Companies Law.<br />
Rights on shares: the shares will entitle the beneficiary to the dividend and voting rights<br />
corresponding thereto as from the date of delivery.<br />
Restricted use of the shares: the beneficiaries cannot dispose of, encumber or grant any<br />
option on the shares prior to 31 March of the third year following the year in which the<br />
corresponding shares were delivered to the beneficiary as payment of the bonus in the form of<br />
shares.<br />
Grant of a purchase option to the Company: the beneficiary grants the Company a<br />
purchase option on the shares delivered to him until 31 March of the third year following the year<br />
of delivery, at a price of EUR 0.01 per share. This option can only be exercised by the Company if<br />
the employment, civil or independent contractor relationship is interrupted or extinguished under<br />
certain conditions.<br />
Option regime: each option will entitle the beneficiary to receive one of the Company's<br />
ordinary shares in exchange for payment of the share price established for the exercise of the<br />
option or in exchange for payment of the price arising from monetary settlement due to<br />
differences between the option value and the share value at the date the option is exercised. If the<br />
employment, civil or independent contractor relationship has not been interrupted or extinguished<br />
- Page 115 -