RBS 2004 Annual Report Download - page 134

132
Directors’ remuneration report
Directors’ remuneration report continued
No options had their terms and conditions varied during
the accounting period to 31 December 2004. No payment
is required on the award of an option.
The executive share options which are exercisable from March
2002 onwards are subject to the satisfaction of an EPS growth
target which provides that options are excercisable only if, over
a three year period, the growth in the company’s EPS has
exceeded the growth in the RPI plus 9%. In respect of executive
share options exercisable before March 2002 the performance
condition is that the growth in the company’s EPS over three
years has exceeded the growth in the RPI plus 6%.
The market price of the company’s ordinary shares at 31
December 2004 was £17.52 and the range during the year
to 31 December 2004 was £14.64 to £17.64.
In the ten year period to 31 December 2004, awards made
using new issue shares under the company’s share plans
represented 4.3% of the company’s issued ordinary share
capital, leaving an available dilution headroom of 5.7%.
Medium Term Performance Plan
Market Market Value of Market Share interest End of period
Scheme interests Awards price on Awards price on interests Awards price on (share for qualifying
(share equivalents) at granted award vested in vesting vested exercised exercise equivalents) at conditions to
1 January 2004 in 2004 £ 2004* £ £ in 2004 £ 31 December 2004 be fulfilled
Sir Fred Goodwin 93,040 16.35 93,040 vested 31.12.03
44,378 18.59 33,855 17.52 593,140 33,855 vested 31.12.04
78,398 17.22 78,398 31.12.05
86,506 17.34 86,506 31.12.06
215,816 291,799
Mr Fish — 35,274 17.34 35,274 31.12.06
Mr McLuskie** 49,621 16.35 49,621 16.49 — vested 31.12.03
23,399 18.59 17,851 17.52 312,750 17,851 vested 31.12.04
28,456 17.22 28,456 31.12.05
101,476 46,307
Mr Pell 62,026 16.35 40,000 17.12 22,026 vested 31.12.03
29,585 18.59 22,570 17.52 395,426 22,570 vested 31.12.04
35,715 17.22 35,715 31.12.05
37,774 17.34 37,774 31.12.06
127,326 118,085
Mr Robertson 77,533 16.35 77,533 vested 31.12.03
Mr Watt 49,621 16.35 49,621 14.71 — vested 31.12.03
24,744 18.59 18,877 17.52 330,725 18,877 vested 31.12.04
30,488 17.22 30,488 31.12.05
34,603 17.34 34,603 31.12.06
104,853 83,968
* Awards were granted on 11 April 2002 and vested at 76.29% at the end of the performance period on 31 December 2004.
** The exercise and vesting of awards in 2004 for Mr McLuskie occurred after his retirement from the Board on 23 August 2004.
Note:
The vesting of option-based awards under the MPP does not trigger any payment to participants. Values shown at the time of vesting in the above table illustrate the potential value
of the award at that time. For any awards that have vested, participants holding option-based awards can exercise their right over the underlying share equivalents at any time up
to ten years from the date of grant.
No variation was made to any of the terms of the plan during the year. The performance measures are detailed on page 125.
Phantom 2000 Plan Awards granted during year
End of the period for
Phantom 2000 units at Units awarded Market price qualifying conditions Benefits received Phantom 2000 units at
1 January 2004 during year on award to be fulfilled during year 31 December 2004
Mr Fish 1,000,000 01.01.04 1,000,000
1,000,000 01.01.05 1,000,000
2,000,000 2,000,000
No variation was made to any of the terms of the plan during the year. The performance measures are detailed on page 126.
Citizens Long Term Incentive Plan
Benefits received
Interests at 1 January 2004 Awards granted during year during year Interests at 31 December 2004
Mr Fish LTIP* awards for the LTIP award for the LTIP award for the LTIP* awards for the
3 year periods: 3 year period: 3 year period: 3 year periods:
01.01.01 – 31.12.03 01.01.04 – 31.12.06 01.01.01 – 31.12.03 01.01.02 – 31.12.04
01.01.02 – 31.12.04 was $1,020,831 01.01.03 – 31.12.05
01.01.03 – 31.12.05 01.01.04 – 31.12.06
* Under the cash LTIP, target payment is 60% of average salary over the three year period, maximum payment is 105% of average
salary. No variation was made to any of the terms of the plan during the year. The performance measures are detailed on page 126.