annual report - FIAT SpA

A summary of the terms of the stock option plans outstanding at 31 December 2010 is as follows:
Exercise price (€)
Options
outstanding at
31 December 2010
Options
outstanding at
31 December 2009
Managers’ compensation Compensation as member of the Board
Average
remaining
contractual life
(years)
Options
outstanding at
31 December 2010
Options
outstanding at
31 December 2009
Average
remaining
contractual life
(years)
6.583 - - - 10,670,000 10,670,000 5.0
10.24 - 956,530 - - - -
10.397 - 845,000 - - - -
12.699 - - - - 500,000 -
13.370 2,101,250 6,536,875 3.8 6,250,000 8,750,000 3.8
Total 2,101,250 8,338,405 16,920,000 19,920,000
Changes during the year were as follows:
Number of options
Managers’ compensation Compensation as member of the Board
Average
exercise price
(€) Number of options
Average
exercise price
(€)
Outstanding at the beginning of the year 8,338,405 12.71 19,920,000 9.72
Granted - - - -
Forfeited (5,447,155) 12.79 (2,500,000) 13.37
Exercised - - - -
Expired (790,000) 10.397 (500,000) 12.699
Outstanding at 31 December 2010 2,101,250 13.37 16,920,000 9.09
Exercisable at 31 December 2010 - - 5,000,000 13.37
Exercisable at 31 December 2009 845,000 10.397 500,000 12.699
The options forfeited during the year consist of unvested options regarding employees who have left the Group and
options not vesting during the year due to the fact that certain non-market conditions were not reached for the
November 2006 and July 2008 plans.
The Group recognised a total nominal cost of €4.9 million in the 2010 income statement for plans outstanding at
31 December 2010 (net income of €7 million in 2009 following the revision of the probability that subsequent tranches
will vest).
Granting of ordinary shares of Fiat S.p.A. without payment
On 23 February 2009, the Board of Directors of Fiat S.p.A. passed an incentive plan which was subsequently
approved by Shareholders in their annual general meeting on 27 March 2009, based on the granting of rights which,
subject to the achievement of predetermined performance targets (Non-Market Conditions or “NMC”) for 2009 and
2010 and the continuation of the professional relationship with the Group, provided for 2 million Fiat S.p.A. ordinary
shares to be granted to the CEO of Fiat S.p.A. without payment. Under this plan the rights vested in a single tranche
on the approval of the Group’s 2010 consolidated financial statements by the Board of Directors and the number of
shares granted is determined as 25% of the rights granted in the event of reaching the 2009 targets and 100% of the
rights granted in the event of reaching the 2010 targets. The Group’s predetermined profitability targets relating to
2009 were reached.
On 26 March 2010 Shareholders in general meeting introduced a pure retention component of 2 million additional
rights into the Plan on the proposal of the Board of Directors; the vesting of these rights is subject to the sole condition
that the CEO’s professional relationship with the Group continues until the approval of the 2011 Consolidated financial
statements. Moreover, the term of the original plan was also extended until the approval of the 2011 Consolidated
financial statements and the targets for 2010 and 2011 were redefined.
At 31 December 2010, the contractual terms of the plan were therefore as follows:
Plan Beneficiary Number of shares Vesting date Vesting portion
Stock Grant 2009 (revised) Chief Executive Officer 4,000,000 1st Quarter 2010 (*)
1st Quarter 2011 (*)
1st Quarter 2012 (*)
1st Quarter 2012 (*)
(*) On approval of the prior year’s consolidated financial statements.
(**) Subject to continuation of the position held until the approval of the 2011 financial statements.
500,000(**)
375,000*NMC(**)
1,125,000*NMC(**)
2,000,000(**)
Fiat Group Consolidated Financial Statements at 31 December 2010 176