Annual Report 2010 - Enel.com

Name Position
Fulvio
Conti
Number of
options
Options held at the start
of 2010
Options
granted in
2010 (3)
Options
exercised
in 2010 (3)
Average
exercise Average Number of Number of Number of Number of
price (euro) expiry options options options options
Options
lapsed in
2010 Options held at the end of 2010
Average
exercise
price (euro)
Average
expiry
General
Manager of Enel
SpA 1,322,772 (1) 7.118 2014 - - - 1,587,326 (2) 7.118 2014
Managers
with strategic
responsibilities (3) 6,697,007 (4) 7.118 2014 - - - 8,036,409 (5) 7.118 2014
(1) If the degree of achievement of the two operational objectives (EPS and ROACE) set for the 2008 plan should reach the highest level of the performance scale, a
maximum of 1,587,326 options would vest.
(2) 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) set for the 2008 plan had been achieved, a total of 1,587,326 options have vested
(120% of the 1,322,772 options originally granted).
(3) In 2010, managers with strategic responsibilities included heads of Enel SpA Departments and Division heads, for a total of 17 management positions.
(4) If the degree of achievement of the two operational objectives (EPS and ROACE) set for the 2008 plan should reach the highest level of the performance scale, a
maximum of 8,036,409 options would vest.
(5) 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) set for the 2008 plan had been achieved, a total of 8,036,409 options have vested
(120% of the 6,697,007 options originally granted).
Restricted share units plan 2008
In June 2008 Enel’s Ordinary Shareholders’ Meeting approved
an additional incentive mechanism, a restricted
share units plan. The plan – which is also linked to the
performance of Enel shares – differs from the stock option
plans in that it does not involve the issue of new shares
and therefore has no diluting effect on share capital. It
grants the beneficiaries rights to receive the payment of a
sum equal to the product of the number of units exercised
and the average value of Enel shares in the month preceding
the exercise of the units.
Beneficiaries
The plan covers the management of the Enel Group (including
the managers already participating in the 2008
stock option plan, which includes the Enel CEO in his capacity
as General Manager), with the exception of the
managers of the Infrastructure and Networks Division for
the reasons discussed with the 2008 stock option plan.
The beneficiaries have been divided into brackets and the
basic number of units granted to each has been determined
on the basis of the average gross annual compensation
of the bracket, as well as the price of Enel shares
at the start of the period covered by the plan (January 2,
2008).
Exercise conditions
Exercise of the units – and the consequent receipt of the
payment – is subordinate to the condition that the executives
concerned remain employed within the Group, with
a few exceptions (such as, for example, termination of employment
because of retirement or permanent invalidity,
exit of the company at which the beneficiary is employed
from the Group or inheritance) specifically governed by
the Regulations.
As regards other exercise conditions, the plan first establishes
a suspensory operational objective (a “hurdle
target”): (i) for the first 50% of the basic number of units
granted, Group EBITDA for 2008-2009, calculated on the
basis of the amounts specified in the budgets for those
years; and (ii) for the remaining 50% of the basic number
of units granted, Group EBITDA for 2008-2010, calculated
on the basis of the amounts specified in the budgets for
those years.
If the hurdle target is achieved, the actual number of units
that can be exercised by each beneficiary is determined on
the basis of a performance objective represented by:
> for the first 50% of the basic number of units granted,
a comparison on a total shareholders’ return basis – for
the period from January 1, 2008 to December 31, 2009
– between the performance of ordinary Enel shares on
the electronic stock exchange of Borsa Italiana SpA and
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