Enterprise Inns plc Annual Report and Accounts 2012

Directors’ Remuneration Report
(ii)
(iii)
Plan Year 2009 – this award is calculated at a maximum of 100% of salary at the start of the performance period
as defined under the LTIP. Market value is calculated as the average share price over the five dealing days
following announcement of results for the financial year 2008/09 (114.5 pence). Based on performance to 30
September 2012, the award would lapse in full. The TSR condition will be tested at the end of the performance
period on 8 January 2013.
Plan Year 2010 – the 2010 award is calculated at a maximum of 100% of salary at the start of the performance
period as defined under the LTIP (save in relation to Neil Smith’s award which was over a higher value of shares
but requires a corresponding share purchase described in note (vi) below).
For these purposes, market value is 104.3 pence, which has been calculated by reference to (and is not less
than) the average share price over the five dealing days following announcement of results for the financial year
2009/10. Based on performance to 30 September 2012, the award would lapse in full.
The performance condition applying to the 2009 and 2010 awards is solely based on relative TSR performance,
which compares the Company’s TSR performance over the three year period commencing on the date of grant
with the TSR of the FTSE250 (as at the date of grant) as follows:
Company’s TSR ranking v the
FTSE250 over the three year
performance period
Percentage of performance share
award that vests
Level of matching share award
(matching award shares :
investment shares)
Below median 0% 0:1
Median 20% 0.4:1
Upper quintile 100% 2:1
Annual Report 2012 Our Governance
(iv)
Straight line vesting will occur if the Company’s TSR ranking is between the median and upper quintile. As with
previous LTIP awards, vesting occurs in three equal tranches on the third, fourth and fifth anniversaries of the
grant. In addition, irrespective of the Company’s TSR performance, awards will only vest if the Committee is
satisfied that the TSR result is reflective of the Company’s underlying financial performance over the relevant
period.
Plan Year 2011 – the 2011 award is calculated at a maximum of 100% of salary at the start of the performance
period as defined under the LTIP. A notional share price of 86.1 pence (i.e. the average share price in the financial
year beginning 1 October 2010) was used to determine the number of performance shares granted, compared
to a market value of 29.3 pence per share at the date of grant. The performance condition applying to the 2011
award is solely based on relative TSR performance, which compares the Company’s TSR performance over the
three year period commencing on the date of grant with the TSR of the FTSE250 (as at the date of grant) as
follows:
Company’s TSR ranking v the
FTSE250 over the three year
performance period
Percentage of performance share
award that vests
Level of matching share award
(matching award shares :
investment shares)
Below median 0% 0:1
Median 0% 0:1
Upper quintile 100% 2:1
Straight line vesting will occur if the Company’s TSR ranking is between the median and upper quintile. As with
previous LTIP awards, vesting occurs in three equal tranches on the third, fourth and fifth anniversaries of the
grant. In addition, irrespective of the Company’s TSR performance, awards will only vest if the Committee is
satisfied that the TSR result is reflective of the Company’s underlying financial performance over the relevant
period. Based on performance to 30 September 2012, the award would vest in full.
(v)
(vi)
Market value is calculated using the mid-market price of the shares at 30 September 2012 being 63.0 pence.
Of the 503,355 shares awarded to Neil Smith, 167,785 of the shares were subject to the additional condition
requiring him to purchase up to 83,892 shares by 20 January 2014.
£1 in aggregate is payable on the exercise of each year’s LTIP award.
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