RBS 2009 Annual Report Download - page 235

233RBS Group Annual Report and Accounts 2009
Governance
Share options
The Executive Share Option Plan (ESOP) was approved by shareholders at the company’s 2007 Annual General Meeting. In 2009, options were
granted to executive directors under the ESOP over shares worth between one and a half times salary and three times salary.
Options to subscribe for ordinary shares of 25p each in the company granted to, and exercised by, directors during the year ended 31 December
2009 are shown in the table below.
The intention is that no further awards will be made under the ESOP. Instead, awards will be made under the new long term incentive plan,
if approved by shareholders. Details of the long-term incentive plan can be found on pages 226 and 227.
Options exercised in 2009
Market
price
Options at date of Options
Options held at granted in exercise lapsed in Option price Options held at 31 December 2009
1 January 2009 2009 Number £ 2009 £ Number Exercise period
Stephen Hester — 9,550,000 0.37 9,550,000 22.06.12 – 21.06.19
Gordon Pell 104,252 4.80 104,252 14.08.04 – 13.08.11
98,879 5.07 98,879 14.03.05 – 13.03.12
178,412 3.45 178,412 13.03.06 – 12.03.13
169,158 4.84 169,158 11.03.07 – 10.03.14
181,304 4.83 181,304 10.03.08 – 09.03.15
223,428 223,428 5.17 — lapsed
310,364 4.70 310,364 16.08.10 – 15.08.17
640,871 2.97 640,871 06.03.11 – 05.03.18
1,906,668 223,428 1,683,240
Guy Whittaker (2) 203,113 203,113 5.17 — lapsed
335,269 335,269 4.70 — lapsed
582,803 582,803 2.97 — lapsed
9,218 (1) 9,218 (1) 1.89 — lapsed
45,592 (1) 45,592 (1) 0.38 — lapsed
1,130,403 45,592 1,175,995 —
Bruce Van Saun (3) — 905,306 0.57 905,306 08.09.12 – 07.09.19
Notes:
(1) Options held under the sharesave schemes, which are not subject to performance conditions.
(2) Options held at 30 September 2009 when Guy Whittaker ceased to be a director. All outstanding awards lapsed following cessation of employment.
(3) Awards granted on 8 September 2009 when Bruce Van Saun joined the Group. He was appointed as a director on 1 October 2009.
No options had their terms and conditions varied during the year ended
31 December 2009. No payment is required on the award of an option.
The plan was amended to introduce a clawback provisions for grants
made in 2009.
In respect of the grant of options in 2009, the performance conditions
for executive directors are based on a combination of relative and
absolute Total Shareholder Return (TSR) measures. Further details can
be found on page 235.
The market price of the company’s ordinary shares at 31 December
2009 was 29.2p and the range during the year ended 31 December
2009 was 10.3p to 57.7p.
In the ten year period to 31 December 2009, awards made that could
require new issue shares under the company’s share plans represented
4.1% of the company’s issued ordinary share capital, leaving an
available dilution headroom of 5.9%. The company meets its employee
share plan obligations through a combination of new issue shares and
market purchase shares.