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SUN INTERNATIONAL ANNUAL REPORT ’10
As the forfeitable shares are held for the benefit of the employee, in a
controlled account, he will be entitled to all shareholder rights applicable
to those shares, namely the right to dividends and to voting at general
meetings of the company. In the event that the shares are forfeited due
to resignation or dismissal, any dividends received prior to the forfeiture
are to be repaid.
Proposed amendments to share plans
Recommendation will be made to members at the forthcoming annual
general meeting to amend the CSP, EGP and DBP in compliance with
Schedule 14 of the JSE Listings Requirements (‘the rules’). The key
amendments are:
� although the maximum number of shares that may be issued under
the plans is retained at 10 780 000 shares, this limit is permitted to
be increased proportionately to reflect changes in capital structure, as
specified in the rules. The proviso to the number of the shares that
may be issued under the plans namely that no more than 5 390 000
shares (which represents approximately 5% of the ordinary issued
share capital will be allocated under the plans in the first 3 years of
the operation of the plans), has been deleted;
� although the maximum number of unvested shares, namely 1 078 026
shares, that can be allocated to any participant under any of the plans
has been retained, the proviso to the number of shares that may be
issued to any participant under the plans which represents approximately
1% of the issued ordinary share capital of the company at the date of
approval of the plans has been deleted;
� the plans have been amended to confirm that employees’ TCOE,
grade, performance, retention requirements and market benchmarks
form the primary basis upon which awards under the plans are made;
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REMUNERATION REPORT CONTINUED
� the EGP and CSP have been amended to provide that the discretion
of the committee to change the performance conditions specified in
a letter of grant if events happen which cause the committee
reasonably to consider that a changed performance condition would
be a fairer measure of performance will not apply in respect of grants
made on or after 1 July 2010;
� a provision has been inserted into the rules of the plans to provide
that in the event that the company is placed into liquidation
otherwise than for the purposes of internal reorganisation, any
unvested awards shall be deemed to have vested; and
� certain points of clarity and administrative changes to the plans as
required by the rules are proposed.
Details of these amendments also appear in the notice of annual general
meeting forming part of this annual report and will be available for
inspection at the company’s offices 21 days before the annual general
meeting.
Capacity of share plans and dilution
Details of the number of shares issued in satisfaction of the LTI plans
approved by shareholders are noted on pages 187 to 192 of the
annual report.
The awards made to executive directors as well as the aggregated awards
made to the three highest paid employees are disclosed below. In
addition, awards which have vested or were exercised during the year and
the value received on vesting are indicated below.
Awards made to executive directors and the three highest paid employees under share plans as at 30 June 2010
Share
plan
Date of
grant
Grant
price
R
Number
of grants
held
30 June
2009
Number
of grants
made/
(forfeited)
during
year ended
30 June
2010
Grants
exercised
during
year
ended
30 June
2010
Number
of grants
held
30 June
2010
Earliest
vesting/
date
exercisable
Number
of grants
vested
30 June
2010
Present
value of
existing
future
awards
R
DC Coutts-Trotter EGP 30.06.2006 82.74 27 919 27 919 30.06.2009 27 919 –
EGP 29.06.2007 149.55 16 550 16 550* 30.06.2011 –***
EGP 30.06.2008 90.47 29 682 29 682 30.06.2011 –***
EGP 30.06.2009 77.25 36 153 36 153 30.06.2012 848 149
EGP 29.06.2010 84.12 – 35 854 35 854 29.06.2013 594 818
110 304 35 854 146 158 27 919 1 442 967
RP Becker EGP 30.06.2006 82.74 12 551 12 551 30.06.2009 12 551 –
EGP 29.06.2007 149.55 8 305 8 305* 30.06.2011 –***
EGP 30.06.2008 90.47 15 209 15 209 30.06.2011 –***
EGP 30.06.2009 77.25 19 817 19 817 30.06.2012 464 907
EGP 29.06.2010 84.12 – 21 992 21 992 29.06.2013 364 847
55 882 21 992 77 874 12 551 829 754