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Annual report 2010 - plazacenters

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Contractual life<br />

Grant date/employees entitled Number of options Vesting conditions of options<br />

Option grant to key management at October 27, 2006 15,165,754 see 2 below seven years<br />

Option grant to employees at October 27, 2006 2,596,996 see 2 below seven years<br />

Total granted in 2006 17,762,250 see 2 below seven years<br />

Total granted in 2007 1 1,726,701 see 2 below seven years<br />

Total granted in 2008 1 1,423,890 see 2 below seven years<br />

Total granted in 2009 1 1,168,336 Three years of service seven years<br />

Total granted in <strong>2010</strong> 1 2,789,000 Three years of service seven years<br />

Total share options granted 24,870,177<br />

1 2007 – 200,000 share options granted to key management. 2008 – 626,667 share options granted to key management. 2009 – 73,334 share options granted to key management.<br />

<strong>2010</strong> – 1,600,000 share options granted to key management.<br />

2 Vesting conditions – refer to modification of employee share option paragraph below.<br />

Weighted average<br />

Weighted average<br />

exercise price Number of exercise price Number of<br />

<strong>2010</strong> options 2009 options<br />

GBP <strong>2010</strong> GBP 2009<br />

Outstanding at the beginning of the year 0.53 26,255,482 0.52 30,115,208<br />

Forfeited during the period – back to pool 0.52 (200,716) 0.50 (2,223,750)<br />

Exercised during the year 0.52 (3,954,541) 0.52 (2,970,976)<br />

Granted during the year 1.23 2,789,000 0.80 1,335,000<br />

Outstanding at the end of the year 0.61 24,889,225 0.532 26,255,482<br />

Exercisable at the end of the year 15,279,330 12,800,446<br />

* The options outstanding at December 31, <strong>2010</strong> have an exercise price in the range of GBP 0.52 to GBP 1.64 (app. EUR 0.59 – EUR 1.85) and a weighted average remaining<br />

contractual life of four years. The weighted average share price at the date of exercise for share options exercised in <strong>2010</strong> was GBP 1.41 (2009: GBP 1.32).<br />

Modification of employee share option plan<br />

On November 25, 2008 the Company’s general shareholders meeting and the Board of Directors approved to amend the exercise price<br />

of all options granted more than one year prior to October 25, 2008 (“Record Date”) to the average closing price of the shares on the<br />

London Stock Exchange during the 30-day period ending on November 25, 2008 (i.e., GBP 0.52 per option). In addition, the amendment<br />

plan determined that all options that were not vested on the Record Date shall vest over a new three year period commencing on the<br />

Record Date, in such way that each year following that date 1/3 (one third) of such Options shall be vested. Furthermore, the Option<br />

Term was extended in additional two years to a total period of seven years, which starts at the date of grant by the Company’s Board<br />

of Directors. The above mentioned 180% limit on the potential benefit from each option was changed to a cap of 324 pence per option.<br />

The number of options which were modified under the amendment was 28,182,589. The incremental fair value granted (i.e: the increase<br />

in fair value of the share options measured immediately before and after the modifications) as a result of the above mentioned<br />

modifications was EUR 6.4 million which will be recognized over the vesting period or immediately for vested options. The immediate<br />

effect of the modification on the profit or loss statement was an expense of EUR 1.8 million. Following the modification of the employee<br />

share option plan, the contractual life of the options (seven years) is used for future grants and the assumed suboptimal exercise<br />

multiple is three for management and 2.5 for Employees due to the cap of 324 pence.<br />

Following the modification of the option plan, the maximum number of shares issuable upon exercise of all outstanding options as of<br />

the end of the <strong>report</strong>ing period is 21,201,017. The estimated fair value of the services received is measured based on a binomial lattice<br />

model using the following assumptions:<br />

<br />

Plaza Centers N.V. <strong>Annual</strong> <strong>report</strong> <strong>2010</strong>103

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