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20. Share-based payments
The Company currently uses a number of equity settled share plans to grant
options and shares to its directors and employees.
The maximum aggregate number of ordinary shares which may be issued in respect
of share options or share plans will not (without shareholder approval) exceed:
•
•
10% of the ordinary share capital of the Company in issue immediately prior
to the date of grant, when aggregated with the total number of ordinary shares
which have been allocated in the preceding ten year period under all plans;
and
5% of the ordinary share capital of the Company in issue immediately prior to
the date of grant, when aggregated with the total number of ordinary shares
which have been allocated in the preceding ten year period under all plans,
other than any plans which are operated on an all-employee basis.
Share options
Vodafone Group Sharesave Scheme
The Vodafone Group 1998 Sharesave Scheme (the “Sharesave Scheme”) enables
UK staff to acquire shares in the Company through monthly savings of up to £250
over a three or five year period, at the end of which they also receive a tax free
bonus. The savings and bonus may then be used to purchase shares at the option
price, which is set at the beginning of the invitation period and usually at a
discount of 20% to the then prevailing market price of the Company’s shares.
Vodafone Group executive schemes
The Vodafone Global Incentive Plan is a discretionary plan under which share
options are granted to directors and certain employees. Some of the share
options are subject to performance conditions. Options are normally exercisable
between three and ten years from the date of grant.
The Company has a number of discretionary share option plans, under which
awards are no longer made: the Vodafone Group 1998 Company Share Option
Scheme and Vodafone Group 1988 Executive Share Option Scheme (which are
UK HM Revenue and Customs approved); the Vodafone Group 1998 Executive
Share Option Scheme and the Vodafone 1988 Share Option Scheme (which are
unapproved); and the Vodafone Group 1999 Long Term Incentive Plan. Some
of the options are subject to performance conditions. Options are normally
exercisable between three and ten years from the date of grant.
Movements in ordinary share options and ADS options outstanding
For grants made to US employees, prior to 7 July 2003 the options have phased
vesting over a four year period and are exercisable in respect of ADSs. For grants
made from 7 July 2003, options are normally exercisable between three and
ten years from the date of grant, subject to the satisfaction of predetermined
performance conditions and are exercisable in respect of ADSs.
Other share option schemes
Share option schemes are operated by certain of the Group’s subsidiary
undertakings although awards are no longer made under these schemes.
Share plans
Vodafone Share Incentive Plan
The Share Incentive Plan enables UK staff to acquire shares in the Company
through monthly purchases of up to £125 per month or 5% of salary, whichever
is lower. For each share purchased by the employee, the Company provides a free
matching share.
Vodafone Group AllShares
All permanent employees at 1 April 2007 received a conditional award of
320 shares (2007: 340) in Vodafone Group Plc on 2 July 2007, under the Vodafone
Global Incentive Plan. The awards vest after two years and are not subject to
performance conditions but are subject to continued employment.
Vodafone Group executive plans
Under the Vodafone Global Incentive Plan and its predecessor the Vodafone
Group Plc 1999 Long Term Stock Incentive Plan, awards of performance shares
are granted to directors and certain employees. The release of these shares is
conditional upon achievement of performance targets measured over a three
year period.
Under the Vodafone Group Deferred Share Bonus Plan, directors and certain
employees may defer their annual bonus into shares. Subject to continued
employment and retention of the deferred shares for two years, additional shares
are released at the end of this two year period if a performance condition has
been satisfied.
ADS Ordinary
2008 2007 2006 2008 2007 2006
Millions Millions Millions Millions Millions Millions
1 April 3 8 11 584 787 1,123
Granted during the year – – – 46 65 64
Forfeited during the year – – – (30) (31) (40)
Exercised during the year (1) (3) (2) (204) (179) (325)
Expired during the year (1) (2) (1) (23) (58) (35)
31 March 1 3 8 373 584 787
Weighted average exercise price:
1 April $21.46 $26.53 $24.49 £1.35 £1.32 £1.25
Granted during the year – – – £1.63 £1.12 £1.35
Forfeited during the year – – – £1.67 £1.26 £1.46
Exercised during the year $19.52 $18.50 $15.08 £1.20 £1.05 £0.93
Expired during the year $28.50 $41.86 $36.83 £1.72 £1.68 £1.83
31 March $18.15 $21.46 $26.53 £1.42 £1.35 £1.32
Vodafone Group Plc Annual Report 2008 113