annual report - FIAT SpA

Each quarter the independent outside directors elect the form of payment of ¼ of their Fees. If the elected form is
common shares, the independent outside director will receive as many common shares as equal to the amount of
Fees the director elects to forego, divided by the fair market value of a CNH Global N.V. common share. Common
shares issued vest immediately upon grant, but cannot be sold for a period of six months. If the elected form is
options, the outside director will receive as many options as the amount of Fees that the director elects to forego,
multiplied by four and divided by the fair market value of a common share, such fair market value being equal to the
average of the highest and lowest sale price of a CNH Global N.V. common share on the last trading day of the New
York Stock Exchange preceding the start of each quarter. Stock options granted as a result of such an election vest
immediately, but shares purchased under options cannot be sold for six months following the date of exercise. Stock
options terminate upon the earlier of: (1) ten years after the grant date; or (2) six months after the date an individual
ceases to be a director. The Corporate Governance and Compensation Committee has recommended and the Board
of Directors of CNH has approved a proposed amendment to the CNH Directors' Plan. Pursuant to the proposed
amendment, all directors will be eligible to receive compensation under the CNH Director’s Plan provided that the
director is not receiving salary or other employment compensation for current employment services provided to CNH
Global N.V or Fiat Industrial Group. The proposed amendment is subject to Shareholder approval at the next annual
meeting (scheduled for 29 March 2011).
Prior to 2007, CNH also issued automatic option awards, which vest after the third anniversary of the grant date.
At 31 December 2010 and 2009, there were 693,914 and 700,058 common shares, respectively reserved for issuance
under the CNH Directors’ Plan. Outside directors do not receive benefits upon termination of their service as directors.
A summary of outstanding stock options under the CNH Directors’ Plan at 31 December 2010 and 2009 is as follows:
At 31 December 2010 At 31 December 2009
Weighted Average
Weighted Average
remaining
remaining
Options contractual life
Options contractual life
Exercise price (in USD)
outstanding
(in years)
outstanding
(in years)
10.22- 16.00 - - 26,063 9.2
16.01 - 26.00 29,076 6.7 30,612 7.2
26.01 - 40.00 44,188 6.4 40,295 6.6
40.01 - 56.00 11,162 7.1 11,162 8.1
56.01 – 66.54 6,414 6.9 9,287 5.5
Total 90,840 117,419
Changes during the year under the CNH Directors’ Plan are as follows:
Number of
options
Average
exercise price
(in USD)
2010 2009
Number of
options
Average
exercise price
(in USD)
Outstanding at the beginning of the year 117,419 27.54 92,508 31.01
Granted 12,904 26.73 29,661 15.51
Forfeited - - - -
Exercised (36,610) 15.61 (4,000) 9.23
Expired (2,873) 59.17 (750) 77.05
Outstanding at the end of the year 90,840 31.24 117,419 27.54
Exercisable at the end of the year 90,840 31.24 117,419 27.54
The CNH Equity Incentive Plan (the “CNH EIP”)
The plan provides for grants of various types of awards on specific performance targets for the sector linked to the
IFRS results of CNH, to officers and employees of CNH and its subsidiaries. As of 31 December 2010, CNH has
reserved 15,900,000 shares for the CNH EIP (15,900,000 shares at 31 December 2009). The plan envisages stock
options and share incentives as described below.
Stock option plan
Prior to 2006, certain stock option grants were issued which vest rateably over four years from the grant date and
expire after ten years. Additionally, certain performance-based options, which had an opportunity for accelerated
Fiat Group Consolidated Financial Statements at 31 December 2010 178