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Annual Report 2010 - SBM Offshore

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<strong>Report</strong> of Board of Management<br />

With respect to the options granted in 2005, both<br />

Managing Directors exercised their options upon expiry<br />

at the prevailing share price of €12.88 and received no<br />

net proceeds from such exercise.<br />

With respect to the conditional awards made in 2007<br />

(under the LTI 2005), the three year performance period<br />

ended upon completion of the financial year 2009.<br />

Based upon the audited financial statements, the<br />

three-year period 2007-2009 generated an average<br />

annualised EPS growth below the threshold of 5%. The<br />

conditional performance share awards and conditional<br />

option grants made in 2007 therefore did not vest in<br />

March <strong>2010</strong>. With regard to the conditional grants<br />

made in 2008, the target threshold was not reached<br />

and therefore none of the conditional performance<br />

share awards made in 2008 will vest in March 2011.<br />

Costs incurred by the Company in<br />

<strong>2010</strong> in respect of the Remuneration<br />

of Managing Directors<br />

In thousands of €<br />

Base salary Short-Term<br />

Incentive (4)<br />

Expense recognised<br />

for<br />

share-based<br />

payments (NOT<br />

ONLY LTI) (5)<br />

Benefits excluding<br />

pension<br />

payments<br />

Pension<br />

payments<br />

Total costs<br />

A.J. Mace 490 357 146 105 66 1,164<br />

M.A.S. Miles 396 288 104 101 38 927<br />

(4) This is the total amount of the Short-Term Incentive, i.e. the<br />

part payable in cash (80%) and the part payable in shares<br />

(20%).<br />

(5) The fair value of all share-based payments, i.e. the expense<br />

recognised in <strong>2010</strong> as a pro rata over the entire vesting<br />

period. Reference is made to note 3 to the financial statements<br />

(prepared in US Dollars, being the Company’s<br />

reporting currency).<br />

42 <strong>SBM</strong> <strong>Offshore</strong> – <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>

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