ENGINEERINGADVANTAGERemuneration Report9. Directors’ share awards (continued)9.1 Table of SAYE, PSP and SOP awards (continued)a) & b) No performance conditions are attached to the UK SAYE or US SAYE options.c) 2009 PSP awards were entirely based on comparative TSR (subject to the Remuneration Committee being satisfied that the relative TSRposition reflects underlying performance) with vesting at median (25% vests) to upper quartile (full vesting). 2009 PSP awards vestedin full in <strong>2012</strong>.d) The 2009 PSP awards carried a right to receive dividend equivalents. The performance condition was satisfied in full (see above) andtechnically the award vested in March <strong>2012</strong>. However, at this time <strong>IMI</strong> was in a prohibited period and consequently the executivedirectors were not permitted to exercise their 2009 awards. The share rights described in the table above against this note include thedividend equivalent of the 2011 final dividend paid in May <strong>2012</strong> as a result of this legal constraint on exercise.e) & f) 2010 and 2011 awards were based on 25% TSR measures with the vesting scales as described in c) above; 50% on EPS growthof between 6% per annum (25% vests) to 15% per annum (full vesting) over the three-year performance period; and, the other 25%,on RoOCE with vesting on a linear scale from 24% (originally 25% before adjustment made in 2011 following the acquisition of Z&J)25% vests to maximum for RoOCE of 30% (originally 32% before adjustments made in 2011 following the acquisition of Z&J).g) The <strong>2012</strong> awards were based on 50% EPS, 25% TSR as described in e) and c) above with the remaining 25% upon organic revenuegrowth with vesting on a linear scale from 2.7% (25% vests) to 8% per annum (100% vests).h) & i) SOP awards shown were made to I W Whiting and S Toomes prior to their appointment as executive directors and are notsubject to performance conditions. Executive directors are not eligible to participate in the SOP. The 2009 SOP Award vested on3 September <strong>2012</strong>.*The award price is the exercise price for awards structured as options and the price used to calculate the number of shares for PSP awardsto UK participants in the PSP which are structured as deferred share awards or nil cost options and, in each case, is determined byreference to an average middle market quotation without discount.The closing price of the Company’s ordinary shares at 31 December <strong>2012</strong> was £10.97 per share and the closing price rangeduring the year was £7.76 to £11.07.66 Board <strong>report</strong>s
9.2 Table of SMP awardsDirectorPerformanceconditionM J Lamb a)b)c)d)e)D M Hurt a)b)c)d)e)R M Twite a)b)c)d)e)I W Whiting a)b)c)c)e)S Toomes a)b)c)d)e)Date ofgrant/award01.06.0904.05.1207.05.1028.03.1110.05.1201.06.0904.05.1207.05.1028.03.1110.05.1201.06.0904.05.1207.05.1028.03.1110.05.1201.06.0904.05.1207.05.1028.03.1110.05.1201.06.0904.05.1207.05.1028.03.1110.05.12Midmarketprice atdate ofaward357.75p949.50p640.50p1016.00p922.00p357.75p949.50p640.50p1016.00p922.00p357.75p949.50p640.50p1016.00p922.00p357.75p949.50p640.50p1016.00p922.00p357.75p949.50p640.50p1016.00p922.00pAs at01.01.12(or dateof appointmentDuring the yearif later) Granted Vested Exercised Lapsed690,359Nil330,090212,530Nil174,917Nil160,24697,190Nil146,645Nil131,60284,448Nil122,370Nil63,72972,238Nil62,367Nil34,48735,109Nil96,079289,85024,340132,51220,403121,90817,02695,8548,67483,654655,84181,788 27,453166,17120,720 6,954139,31318,551116,25217,02661,0877,011116,25217,02659,2497,384 2,47734,51814,2918,7463,6207,3321,8526,11872,23895,8543,1181,290As at31.12.12(or at22.08.12)655,84154,335330,090212,530289,850166,17113,766160,24697,190132,51278,22611,540131,60284,448121,908NilNil63,729NilNil59,2494,90734,48735,10983,654Datefromwhichexercisable/vestingdate26.03.1204.05.1222.03.1328.03.1410.05.1526.03.1204.05.1222.03.1328.03.1410.05.1526.03.1204.05.1222.03.1328.03.1410.05.1526.03.1204.05.1222.03.1328.03.1410.05.1526.03.1204.05.1222.03.1328.03.1410.05.15Date ofexercise/vestingMidmarketprice atdate ofexercise03.05.1209.05.12 906.50p03.05.1209.05.12 906.50p03.05.1209.05.1204.05.1209.05.12980.50p906.50p949.50p906.50p03.05.1209.05.12 906.50pa) Performance measures for the 2009 SMP awards were exceptional, and included one third TSR (on the same basis as for the 2009 PSPawards), one third profit before tax (measured <strong>annual</strong>ly) and one third <strong>annual</strong> priority targets (measured <strong>annual</strong>ly). The <strong>annual</strong> prioritytargets were weighted equally in 2009, between cash conversion and profit drop-through and, in 2010 and 2011, between cashconversion and return on sales. The 2009 SMP awards vested in <strong>2012</strong> at 95%.b) Dividend awards relating to the vesting of the 2009 SMP award. If the 2009 SMP award was not exercised or was partially exercised thedividend missed due to the delay in vesting in <strong>2012</strong> is accrued into the vested unexercised award and is paid on exercise.c) The performance measures for the 2010 SMP award was EVA over the years 2010 to <strong>2012</strong>. Vesting is tiered (with linear progression ineach band) as follows: 0% to 25% of maximum for positive EVA up to £235m, 25%-50% for £235m to £335m, 50%-75% for £335m to£369m (originally £395m before adjustment made in 2011 following the acquisition of Z&J) and 75% to 100% for between £369m(originally £395m before adjustment made in 2011 following the acquisition of Z&J) and £475m.d) The performance measures for the 2011 SMP was compound <strong>annual</strong> growth in EVA over the years 2011 to 2013 compared to EVA in thepreceding three years. No awards will vest if compound growth is negative. 10% of awards will vest for positive compound <strong>annual</strong>growth over the period, with subsequent vesting being tiered (with linear progression in each band) as follows: 10%-25% vesting forcompound <strong>annual</strong> growth between 0% and 6% and 25% to 100% vesting for compound growth between 6% and 17%.e) The performance measured for the <strong>2012</strong> SMP was the compound <strong>annual</strong> growth rate of the average EVA of the Group over theperformance period <strong>2012</strong> to 2014. No awards will vest if compound growth is negative. 10% of awards will vest for positive compound<strong>annual</strong> growth over the period, with subsequent vesting being tiered (with linear progression in each band) as follows: 10%-25% vestingfor compound <strong>annual</strong> growth between 0% and 6% and 25% to 100% vesting for compound growth between 6% and 17%.BUSINESS OVERVIEW GROUP OPERATING REVIEW RESPONSIBLE BUSINESS BOARD REPORTSFINANCIAL STATEMENTS<strong>IMI</strong> <strong>plc</strong> Annual Report <strong>2012</strong>67