Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...

AMADEUS IT HOLDING, S.A. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEARS ENDED
DECEMBER 31, 2011, AND 2010
(EXPRESSED IN THOUSANDS OF EUROS - KEUR)
20. SHARE- BASED PAYMENTS
On February 23, 2010 the General Shareholders meeting resolved to implement a
number of new reward schemes for managers and employees of Amadeus Group,
and subsequently the Board of Directors on June 18, 2010 agreed the general terms
and conditions applicable to those plans. Those general terms and conditions
applicable to the new reward schemes are as follows:
i) The Performance Share Plan (PSP) consists of a contingent award of
shares to certain members of the Amadeus Group’s management. The final
delivery of the shares at the end of the vesting period depends on the
achievement of predetermined performance objectives that relate to value
creation in Amadeus Group as well as employee service requirements. For
all the cycles, the performance objectives relate to the relative shareholder
return (TSR), adjusted basic earnings per share (EPS) growth and pre-tax
adjusted free cash flow (OCF) growth. This plan consists of three
independent cycles, with duration (vesting period) of two years each,
followed by a holding period during which a given percentage of the vested
shares may not be sold, with the first cycle beginning on June 18, 2010 and
the second cycle beginning on June 24, 2011.
The start date of the remaining cycle will be determined in accordance with
the plan general terms and conditions. This plan is considered as equitysettled
under IFRS2 and, accordingly, the fair value of services received
during the years ended as of December 31, 2011, and 2010, as
consideration for the equity instruments granted, is presented in the
statement of comprehensive income under the “Personnel and related
expenses” caption by an amount of KEUR 7,609 and KEUR 3,039,
respectively.
For the first cycle, at grant date, 541,642 shares have been allotted to the
eligible employees, excluding the former Chief Executive Officer (CEO).
The number of shares allotted deliverable to the former CEO amount to
23,275 shares. This number of shares could increase up to double if
Amadeus performance in all performance objectives is extraordinary. The
fair value of those instruments at grant date was estimated to be EUR 14.46
per equity instrument. The fair value of the equity instruments granted has
been determined using a scholastic valuation model (Monte-Carlo) for the
tranche that involves market conditions, and the Black-Scholes model and
an estimation of expected performance for the tranches that involve nonmarket
conditions. The fair value of the equity instruments at grant date is
adjusted to incorporate the market conditions to which the performance of
the plan is linked. When measuring the fair value an expected dividend
yield of 1.6%, a expected volatility of 30.8%, and a risk free interest rate of
0.8%, have been considered. The expected volatility has been estimated as
a combination of historical volatility and volatility of peer companies due to
the recent trading history of the Amadeus Group.
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