Report 2010 - Italcementi Group

2010 Annual Report
Presentation 6
Consolidated Annual Report 28
Corporate Governance Report on Corporate Governance and ownership structure 168
Annexes 218
Stock option plan for managers - 2000
With the resolution of the Board of Directors of March 20 th , 2000, the company approved a stock option plan for
managers which, with the Shareholders’ resolution of April 28 th , 2008, was replaced, for the part that had not
been implemented, by the «Stock option plan for senior managers» and by the «Long-term monetary
incentives plan linked to the appreciation of the Italcementi share price, for managers», the main features of
which are set out later in this report.
In execution of this plan, a total amount of 3,483,223 options have been granted to Group managers.
The above figures do not take account of the options granted to the previous Chief Operating Officer and to the
Chief Executive Officer when he was a company employee. Including these, the total number of options
granted is of 4,196,823, or 1.496% of the share capital.
No options were exercised during the year.
The options assigned in execution of this plan and not yet exercised are 2,269,316.
The main characteristics of the plan are indicated below.
a) Reasons for introduction of the plan
The plan reflects the desire to tie overall remuneration of plan recipients to the medium/long-term
performance of the company and the creation of shareholder value, and also to enhance managers’ sense
of belonging, by providing incentives to remain with the company.
b) Plan recipients
Plan recipients are some members of the executive staff of Italcementi S.p.A. and of some of its
subsidiaries, on the payroll at the dates envisaged for the assignment of options, who are designated by the
Chief Executive Officer of Italcementi S.p.A., in accordance with the criteria defined by the «Remuneration
Committee» regarding the essential nature of their positions and their organizational level.
c) Quantity of options to be assigned
The quantity of options to be granted to each recipient will be established by virtue of the organizational
level of the individual and the performance of the company and the individual.
The options, if exercised, give the right to subscribe or purchase shares at a rate of 1:1.
As a general rule, unexercised option rights will not be recognized – except in the case of retirement –
should the employment relationship with the Group be terminated.
In the event of death of the option holder, the options may be exercised by entitled parties within six months
of the death, provided that the term falls within the period in which the options may be exercised.
d) Term and objectives
The plan envisages annual assignment cycles; the options may be exercised in a period between the fourth
and tenth year following assignment.
The assignment of options will depend on the results achieved in relation to the objectives set individually.
e) Procedures and conditions of the plan
The options are nominative, personal and non-transferable, except as provided in the case of death.
The total number of Italcementi shares reserved to cover the plan has been set at 6,000,000 shares.
f) Loans or contributions for subscription or purchase of shares
The management company may notify the names of lending institutes that may be willing to provide loans
against the shares, to facilitate their subscription or purchase.
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