annual report - FIAT SpA

€50,000,000 (€35,000,000 following the Demerger) in the form of 10,000,000 ordinary shares having a par value of
€5.00 (€3.50 following the Demerger) each, representing 0.78% of total share capital or 0.92% of ordinary share
capital, at a price of €13.37 each. Execution of the capital increase is subject to the conditions of the Plan being
satisfied.
On the basis of amendments to the stock option plans introduced in relation to the Demerger, the vesting conditions of
each stock plan, whether they consisted in the continuation of a professional relationship with the Fiat Group or the
achievement of specific performance targets, expired on 31 December 2010. With specific reference to options granted
under the 2006 Stock Option Plan, for which vesting was subject to the achievement of pre-established profitability
targets, only the first tranche (i.e., 25%) of those rights vested as the profitability targets established in 2006 for the 3year
period 2008-2010 were not met. As a result, the remaining 75% did not vest.
On 26 February 2008, the Board of Directors of Fiat S.p.A. approved an incentive plan, authorized by Shareholders on
31 March 2008, which allowed for the periodic granting of a maximum 4 million stock options and/or stock appreciation
rights until the end of 2010. This plan was intended for managers hired or promoted subsequent to the stock option
plan established on 3 November 2006, or who, in any event, warranted additional recognition, and it was structured
similar to the 2006 plan in terms of profitability targets, vesting and exercise. On 23 July 2008, the Board of Directors,
in execution of that plan, voted to grant 1,418,500 stock options at an exercise price of €10.24. The plan did not vest as
the profitability targets established for the 3-year period 2008-2010 were not met.
On 23 February 2009, the Board of Directors of Fiat S.p.A. approved an incentive plan, which was subsequently
approved by Shareholders at the Annual General Meeting of 27 March 2009, based on the granting of rights that,
subject to achievement of pre-determined performance targets (Non-Market Conditions or “NMC”) for 2009 and 2010
and continuation of a professional relationship with the Group, entitled the CEO of Fiat S.p.A. to receive a total of 2
million ordinary shares. Vesting was in a single tranche upon approval of the 2010 consolidated financial statements by
the Board and the number of shares granted equivalent to 25% of the rights allocated for achievement of the 2009
targets and 100% of the rights allocated for achievement of the 2010 targets. The Group profitability targets for 2009
were reached. At the proposal of the Board, on 26 March 2010 Shareholders introduced a loyalty only component for
an additional 2 million rights, the vesting of which was subject solely to continuation of a professional relationship with
the Group at the date of approval of the 2011 financial statements. In addition, the original duration of the Plan was
extended to the date of approval of the 2011 financial statements and the targets for 2010 and 2011 were reset. On 18
February 2011, the Board of Directors, having consulted the Compensation Committee, verified the vesting of 375,000
rights based on the achievement of the predetermined operating targets and, in light of the extraordinary transactions
occurring during the year, also voted to make vesting of the remaining rights, which was dependent on the
achievement of 2011 operating targets, subject only to the continuation of a professional relationship with the Group
until the end of 2011. As stated previously, following the Demerger, the stock grant plan will entitle beneficiaries to
receive one Fiat ordinary share and one Fiat Industrial ordinary share for every stock grant right held, with all other
conditions of the plan remaining unchanged.
The stock grant plan is to be serviced through shares bought on the market rather than through the issue of new
shares.
Detailed information on all Plans is also available in the notes to both the consolidated and parent company financial
statements.
SHARES HELD BY MEMBERS OF THE BOARDS OF DIRECTORS AND STATUTORY AUDITORS, GENERAL
MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES (ARTICLE 79 OF CONSOB
RESOLUTION 11971 OF 14 MAY 1999)
Change in
no. of shares
held by
No. of shares No. of shares
incoming No. of shares
held at
bought No. of shares /(outgoing) held at
Name Shares held
31.12.09
in 2010 sold in 2010 managers 31.12.2010
Sergio Marchionne Fiat Ordinary 240,000 - - - 240,000
Luca Cordero di Montezemolo Fiat Ordinary 127,172 - - - 127,172
Gian Maria Gros-Pietro Fiat Ordinary 3,300 - - - 3,300
Executives with strategic
responsibilities Fiat Ordinary 103,974 - - (10,685) 93,289
Fiat Preference - - - - -
Fiat Savings 618 - - (618) -
CNH Ordinary 7.464 - - - 7,464
Report on Operations Share-based incentive plans
66