SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank
Annual Report 2010 on Form 20-F
Item 6: Directors, Senior Management and Employees 106
Holding Periods (Retention Periods)
Once the individual tranches of the Restricted Equity Awards vest, they are subsequently subject to an additional
holding period; only after this holding period has expired may the equities of the respective tranche be
disposed of. The holding period of the first tranche of the Restricted Equity Awards, which vest after approximately
one and a half years, is three years; the holding period of the second tranche of the awards, which vest
after approximately two and a half years, is two years; and the holding period of the third and fourth tranches,
which vest after approximately three and a half and four and a half years, is one year in each case. Accordingly,
Management Board members are first permitted to dispose of the first three tranches of the Restricted Equity
Awards approximately four and half years after they are granted, and of the fourth tranche only after approximately
five and a half years. Not only until they vest, but also during the holding period, the Restricted Equity
Awards are subject to the performance of the Deutsche Bank share and thus depend on a sustained development
of long-term value.
Of the portion of the variable compensation that vests immediately, i.e. up to a maximum of 40 % of the total of
all variable compensation components, a maximum of 50 % of this is paid out immediately and at least 50 % is
granted as equity-based compensation in the form of Equity Upfront Awards. Contrary to the Restricted Equity
Awards, the Equity Upfront Awards are not subject to forfeiture conditions; however, they have a holding period
of three years, and only after this holding period has expired may the awards be disposed of. During this time,
their value is subject to the sustained development of long-term value due to the link to the performance of the
Deutsche Bank share.
Restricted Equity Awards and Equity Upfront Awards are granted on the basis of the DB Equity Plan, Restricted
Incentive Awards on the basis of the DB Restricted Incentive Plan. For further information on our DB Equity
Plan and DB Restricted Incentive Plan see Note 32 “Share-Based Compensation Plans” and Note 33 “Employee
Benefits” to the consolidated financial statements.
Limitations
In the event of exceptional developments, the total compensation for each Management Board member, including
all variable components, is limited to a maximum amount. A payment of variable compensation elements
will not take place if the payment of variable compensation components is prohibited or restricted by the German
Federal Financial Supervisory Authority in accordance with existing statutory requirements.
The foregoing explains the compensation structure applicable to the 2010 financial year. The compensation
structure applicable to the 2009 financial year differs in certain aspects and is described in the previous year’s
publication. Among other things, for the 2009 financial year, the determination of the bonus was based on the
actually achieved return on equity as compared to a pre-defined plan figure, the average value of total shareholder
returns for purposes of the former MTI was calculated based on a two-year average, the holding period
for both the Restricted Equity Awards and the Restricted Incentive Awards was just below four years, with the
Restricted Equity Awards mainly cliff vesting in November 2013 (with a smaller part thereof vesting in nine equal
tranches) and the Restricted Incentive Awards vesting in three equal tranches, and additional holding periods did
not exist.
Management Board Compensation
In respect of the 2010 financial year, the members of the Management Board received compensation components
for their service on the Management Board totaling € 32,434,836 (2009: € 34,174,619). Thereof,
€ 9,412,500 was base salary (2009: € 5,950,000), € 17,816,227 was performance-related components with
long-term incentives (2009: € 18,637,350) and € 5,206,109 was performance-related components without