annual report - FIAT SpA
annual report - FIAT SpA
annual report - FIAT SpA
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At 31 December 2010 the features of the stock option plan are as follows:<br />
Strike<br />
price N° of options<br />
Vesting<br />
Plan Beneficiary Date of amendment Expiry date (€) granted Vesting date portion<br />
Stock Options Chief 27 March 2009 1 January 2016 6.583 10,670,000 31 December 2010 100%<br />
July 2004 Executive<br />
(modified) Officer<br />
On 3 November 2006 the Board of Directors of Fiat S.p.A. approved (subject to the subsequent approval of<br />
Shareholders in general meeting, which was given on 5 April 2007) an eight year stock option plan, which granted<br />
certain managers of the Group and the Chief Executive Officer of Fiat S.p.A. the right to purchase a specific number<br />
of Fiat S.p.A. ordinary shares at a fixed price of €13.37 each. More specifically, the 10,000,000 options granted to<br />
employees and the 5,000,000 options granted to the Chief Executive Officer had a vesting period of four years, with<br />
an equal number vesting each year, were subject to achieving certain predetermined profitability targets (Non-Market<br />
Conditions or “NMC”) in the reference period and may be exercised from the date on which the 2010 financial<br />
statements are approved. The remaining 5,000,000 options granted to the Chief Executive Officer of Fiat S.p.A. also<br />
had a vesting period of four years with an equal number vesting each year and may be exercised from November<br />
2010. The ability to exercise the options is additionally subject to specific restrictions regarding the duration of the<br />
employment relationship or the continuation of the position held.<br />
The contractual terms of the 2006 plan are as follows:<br />
Strike<br />
price N° of options<br />
Plan Beneficiary Expiry date (€) granted Vesting date Vesting portion<br />
Stock Option Chief Executive Officer 3 November 2014 13.37 5,000,000 November 2007<br />
25%<br />
November 2006<br />
November 2008<br />
25%<br />
November 2009<br />
25%<br />
November 2010<br />
25%<br />
Stock Option Chief Executive Officer 3 November 2014 13.37 5,000,000 1st Quarter 2008 (*)<br />
25%*NMC<br />
November 2006<br />
1st Quarter 2009 (*)<br />
25%*NMC<br />
1st Quarter 2010 (*)<br />
25%*NMC<br />
1st Quarter 2011 (*)<br />
25%*NMC<br />
Stock Option Managers 3 November 2014 13.37 10,000,000 1st Quarter 2008 (*)<br />
25%*NMC<br />
November 2006<br />
1st Quarter 2009 (*)<br />
25%*NMC<br />
1st Quarter 2010 (*)<br />
25%*NMC<br />
1st Quarter 2011 (*)<br />
25%*NMC<br />
(*) On approval of the prior year’s consolidated financial statements; subject to continuation of the professional relationship.<br />
As explained in greater detail in the section Amendments to the stock option plans and stock grant plans of Fiat S.p.A.<br />
arising from the Demerger which follows, vesting conditions for each plan, whether they consisted in the continuation<br />
of a professional relationship with the Fiat Group or in the achievement of specific performance objectives, expired on<br />
31 December 2010. With specific reference to options granted under the 2006 Stock Option Plan, for which vesting<br />
was subject to the achievement of pre-established profitability targets, only the first tranche (i.e. 25%) of those rights<br />
have vested as the profitability targets established in 2006 for the 3-year period 2008-2010 were not met. As a result,<br />
the remaining 75% did not vest.<br />
On 26 February 2008, the Board of Directors of Fiat S.p.A. passed an incentive plan which was subsequently<br />
approved by Shareholders in their <strong>annual</strong> general meeting on 31 March 2008, by which an overall maximum of<br />
4 million financial instruments could be assigned on a periodic basis until 2010 in the form of stock options and/or<br />
stock appreciation rights. The plan had the aim of attracting and retaining managers in key roles who had been hired<br />
or promoted following the granting of the stock option plan of 3 November 2006 or who had assumed greater<br />
responsibilities since the granting of the 2006 plan, and has the features of that plan in terms of performance, vesting<br />
and exercise rights. Implementing the first grant under this program on 23 July 2008, the Board of Directors assigned<br />
1,418,500 stock options having an exercise price of €10.24 and a vesting period of three years that was subject to<br />
achieving certain predetermined profitability targets (Non-Market Conditions or “NMC”) in the reference period and<br />
together with rights exercisable from the date on which the 2010 financial statements are approved. As these<br />
profitability targets had not been met at 31 December 2010, none of the rights granted to employees vested.<br />
The contractual terms of the 2008 plan were as follows:<br />
Strike<br />
price<br />
(€)<br />
N° of options<br />
Managers 3 November 2014 10.24 1,418,500 1st Quarter 2009 (*)<br />
1st Quarter 2010 (*)<br />
1st Quarter 2011 (*)<br />
Plan Beneficiary Expiry date<br />
Stock Option<br />
July 2008<br />
(forfeited)<br />
granted Vesting date Vesting portion<br />
(*) On approval of the prior year’s consolidated financial statements; subject to continuation of the professional relationship.<br />
18%*NMC<br />
41%*NMC<br />
41%*NMC<br />
Fiat Group Consolidated Financial Statements at 31 December 2010 175