RBS 2008 Annual Report Download - page 167

RBS Group Annual Report and Accounts 2008166
Directors’ remuneration report continued
No options had their terms and conditions varied during the accounting
period to 31 December 2008. No payment is required on the award of
an option.
For executive share options granted in 2007 and 2008, the performance
condition is based on the average annual growth in the company’s
adjusted EPS over the three-year performance period commencing with
the year of grant. The calibration of the EPS growth measure is agreed
by the Remuneration Committee at the time of each grant having regard
to the business plan, prevailing economic conditions and analysts’
forecasts.
In respect of the grant of options in 2008, options will only be
exercisable if, over the three-year period, the growth in the company’s
adjusted EPS has been at least 5 per cent. per annum (the ‘‘threshold
level’’). The percentage of options that vest is then determined on a
straight-line basis between 30 per cent. at the threshold level and 100
per cent. at the maximum level for growth in adjusted EPS of 9 per cent.
per annum.
The market price of the company’s ordinary shares at 31 December
2008 was 49.4p and the range during the year ended 31 December
2008 was 41.4p to 370.5p.
In the ten year period to 31 December 2008, awards made that could
require new issue shares under the company’s share plans represented
2.1% of the company’s issued ordinary share capital, leaving an
available dilution headroom of 7.9%. The company meets its employee
share plan obligations through a combination of new issue shares and
market purchase shares.
Medium Term Performance Plan
Scheme interests at 1 January 2008 and the related market price on award in the table below have been restated to reflect the rights issue in June
2008 and the capitalisation issue in September 2008.
Market Share interest End of period
Scheme interests Awards price on Awards Awards (share for qualifying
(share equivalents) at granted award vested in exercised equivalents) at conditions to
1 January 2008 in 2008 £ 2008 in 2008 31 December 2008 be fulfilled
Mr Pell 148,953 5.17 Nil — lapsed 31.12.08
138,384 5.85 138,384 31.12.09
305,177 2.97 305,177 31.12.10
287,337 443,561
Mr Whittaker 135,410 5.17 Nil — lapsed 31.12.08
128,134 5.85 128,134 31.12.09
277,525 2.97 277,525 31.12.10
263,544 405,659
Sir Fred Goodwin (1) 333,324 4.56 333,324 vested 31.12.03
121,288 5.19 121,288 vested 31.12.04
348,202 5.17 Nil — lapsed 31.12.08
333,145 5.85 — waived 31.12.09
754,364 2.97 — waived 31.12.10
1,135,959 454,612
Mr Cameron (2) 199,994 4.56 — vested 31.12.03
79,096 5.19 — vested 31.12.04
174,103 5.17 Nil — lapsed 31.12.08
170,845 5.85 — lapsed 31.12.09
403,673 2.97 — lapsed 31.12.10
624,038 —
Mr Fish 111,479 5.17 Nil — lapsed 31.12.08
102,587 5.85 102,587 31.12.09
214,066 102,587
Mr Fisher (3) 71,651 4.56 71,651 vested 31.12.03
28,660 5.19 28,660 vested 31.12.04
125,741 5.17 Nil — lapsed 31.12.08
119,593 5.85 119,593 31.12.09
282,570 2.97 282,570 31.12.10
345,645 502,474
Notes:
(1) Awards held at 21 November 2008 when he ceased to be a director. Unvested awards were waived on cessation and lapsed on 31 January 2009.
(2) Awards held at 13 October 2008 when he ceased to be a director. Subsequently Mr Cameron exercised his vested awards on 5 December 2008. All outstanding awards will lapse when his
employment with the company ends on 28 February 2009.
(3) Awards held at 21 November 2008 when he ceased to be a director. All unvested awards and any vested, but unexercised, awards will lapse when his employment with the company ends on
6 March 2009.
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.