Annual Report 2010 - Enel.com

of the capital increase completed by Enel that month and
the impact that it had on the market price of Enel shares.
Subscription of the shares is charged entirely to the beneficiaries,
as the plan does not provide for any facilitated
terms to be granted in this respect.
Shares serving the plan
In June 2008, the Extraordinary Shareholders’ Meeting
granted the Board of Directors a five-year authorization to
carry out a paid capital increase in the maximum amount
of €9,623,735.
The following table reports developments in the 2008 stock option plan:
Developments in the 2008 stock
option plan
The Board of Directors has determined that in the 2008-
2010 period both EPS and ROACE exceeded the levels set
out in the budgets for those years, thereby enabling the
options to vest in an amount equal to 120% of those originally
granted to the beneficiaries, in application of the performance
scale established by the Enel Board of Directors.
Number of
Verification of plan Options lapsed at Dec. Options lapsed
Total options granted beneficiaries Strike price
conditions
31, 2009
in 2010
8,019,779 (1) 16 Group executives €8.075 (2) Rights vested None None
(1) Following the review conducted by the Enel Board of Directors on the occasion of the approval of the Enel Group’s consolidated financial statements for 2010 to
determine the degree to which the two operational targets (EPS and ROACE) had been achieved, a total of 9,623,735 options have vested.
(2) The strike price was changed to €7.118 as from July 9, 2009 in order to take account of the impact of the capital increase completed by Enel that month on the
market price of Enel shares.
Payment of a bonus connected with the portion of the dividends
attributable to asset disposals, to be made in conjunction with the
exercise of stock options
In March 2004, the Board of Directors voted to grant a
special bonus, beginning in 2004, to the beneficiaries of
the various stock option plans who exercise the options
granted to them, establishing that the amount is to be
determined each time by the Board itself when it adopts
resolutions concerning the allocation of earnings and is
based on the portion of the “disposal dividends” (as defined
below) distributed after the granting of the options.
The rationale underlying this initiative is that the portion
of dividends attributable to extraordinary transactions regarding
the disposal of property and/or financial assets
(“disposal dividends”) should be considered a form of return
to shareholders of part of the value of the Company,
and as such capable of affecting the performance of the
shares.
The beneficiaries of the bonus are thus the beneficiaries of
the stock option plans who – either because they choose
to do so or because of the restrictions imposed by the exercise
conditions or the vesting periods – exercise their options
after the ex dividend date of the “disposal dividends”
and therefore could be penalized. The bonus is not paid,
however, for the portion of other kinds of dividends, such
as those generated by ordinary business activities or reimbursements
associated with regulatory measures.
Essentially, when beneficiaries of the stock option plans
have exercised the options granted to them, as from 2004
they have been entitled to receive a sum equal to the “disposal
dividends” distributed by Enel after the options have
been granted but before they have been exercised. The
bonus will be paid by the company of the Group that employs
the beneficiary and is subject to ordinary taxation as
income from employment.
Under these rules, to date the Board of Directors has approved:
(i) a bonus amounting to €0.08 per option exercised,
with regard to the dividend (for 2003) of €0.36 per
share payable as from June 24, 2004; (ii) a bonus amounting
to €0.33 per option exercised, with regard to the interim
dividend (for 2004) of the same amount per share payable
as from November 25, 2004; (iii) a bonus amounting
to €0.02 per option exercised, with regard to the balance
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