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AMG OPTION PLAN
(ALL CURRENCy AMOUNTS IN EUROS)
FOR THE yEAR ENDED
DEC. 31, 2010 yEAR
Dr. Heinz
2007
Schimmelbusch
2008
2009
2009
2010
Eric Jackson 2007
2008
2009
2009
2010
Dr. Reinhard Walter 2007
2008
2009
2009
2010
William J. Levy 2007
2008
2009
2009
2010
DATE OF
GRANT
7/11/2007
11/12/2008
5/13/2009
11/10/2009
5/12/2010
7/11/2007
11/12/2008
5/13/2009
11/10/2009
5/12/2010
7/11/2007
11/12/2008
5/13/2009
11/10/2009
5/12/2010
7/11/2007
11/12/2008
5/13/2009
11/10/2009
5/12/2010
# OF
OPTIONS
56,250
66,666
—
101,626
62,578
25,000
20,000
—
30,488
18.773
25,000
20,000
—
30,488
18,773
25,000
13,333
—
20,325
12,516
NON-VESTED OPTIONS
UNDER THE PLANS
PRESENT
VALUE AT
DATE OF
GRANT1 1,350,000
635,000
—
500,000
500,000
600,000
190,500
—
150,000
150,000
600,000
190,500
—
150,000
150,000
600,000
127,000
—
100,000
100,000
EXERCISE
PRICE AT
DATE OF
GRANT VESTING SCHEME
24.00 25% per year
12.70 25% per year
8.00 By 12/31/2009
9.84
7.99
24.00
12.70
8.00
9.84
7.99
24.00
12.70
8.00
9.84
7.99
24.00
12.70
8.00
9.84
7.99
50% after 3rd year;
50% after 4th year
25% per year
25% per year
By 12/31/2009
50% after 3rd year;
50% after 4th year
25% per year
25% per year
By 12/31/2009
50% after 3rd year;
50% after 4th year
25% per year
25% per year
By 12/31/2009
50% after 3rd year;
50% after 4th year
1 Present value of the stock options under the AMG Option Plan is calculated as 50% of the exercise price at the date of grant.
Performance Share Units
In 2010 the Supervisory Board awarded performance
share units for the second time to the Management Board
members since adoption of the Remuneration Policy.
The present value of the PSU award for the Management
Board members in 2010 was as follows:
Dr. Heinz Schimmelbusch 1500,000
Eric Jackson 1150,000
Dr. Reinhard Walter 1150,000
William J. Levy 1100,000
The present value of the PSUs is calculated as 80% of the
fair market value at the grant date. These PSU awards
will vest in accordance with the phased-in vesting scheme
adopted as part of the Remuneration Policy.
In 2010 one-third ( 1 /3) of the PSU award granted in 2009
vested (as part of the phased-in vesting scheme adopted
as part of the Remuneration Policy). Vesting of the PSU’s
was subject to:
• A minimum average ROCE over the performance period
• The relative Total Shareholder Return (“TSR”) compared
to the Bloomberg World Fabricate/Hardware.
The first threshold (minimum ROCE) over 2010 met the
target set by the Supervisory Board. The relative TSR
for the Company for 2010 was between 40-60% which
# OF
OPTIONS
168,750
66,667
165,463
—
75,000
20,000
95,779
—
75,000
20,000
103,528
—
75,000
13,334
75,063
—
VESTED OPTIONS
UNDER THE PLANS
VALUE AT
DEC. 31,
2010
—
—
138,939
n/a
—
—
80,454
n/a
—
—
86,964
n/a
—
—
63,053
n/a
SHARE
PRICE AT
DEC. 31,
2010
9.03
9.03
9.03
9.03
resulted in a 100% pay-out of the vested PSU award in
2010. As a result the following amounts were paid out in
cash in 2010:
Dr. Heinz Schimmelbusch $525,390
Eric Jackson $157,617
Dr. Reinhard Walter $157,617
William J. Levy $105,078
Pensions and Retirement Benefits
The members of the Management Board, except for
Dr. Walter, are members of a defined contribution plan
maintained in the United States. Dr. Walter is provided
pension benefits in accordance with the defined benefit
plan at AMG’s German subsidiary, ALD Vacuum
Technologies GmbH. Dr. Schimmelbusch and Mr. Jackson
receive additional retirement benefits from Metallurg’s
Supplemental Executive Retirement Plan (“SERP”). With
respect to Dr. Schimmelbusch, the supplemental benefits
are payable commencing at the later of age 68 or the end
of his employment with AMG. The benefit to be paid will
be reduced by the amounts received under the normal
retirement benefit under the Metallurg pension plan.
See Note 25 to the Consolidated Financial Statements.
Pursuant to Mr. Jackson’s SERP, if Mr. Jackson is
employed by Metallurg or remains in Metallurg’s employment
until he is 65, he is entitled, whether or not he has
Report of the Supervisory Board 45