BP 2010 Annual Report Download - page 123

Directors’ remuneration report
Directors’ remuneration report
Non-executive directors of Amoco Corporation
Non-executive directors who were formerly non-executive directors of
Amoco Corporation have residual entitlements under the Amoco Non-
Employee Directors’ Restricted Stock Plan. Directors were allocated
restricted stock in remuneration for their service on the board of Amoco
Corporation prior to its merger with BP in 1998. On merger, interests in
Amoco shares in the plan were converted into interests in BP ADSs. The
restricted stock will vest on the retirement of the non-executive director at
the age of 70 (or earlier at the discretion of the board). Since the merger, no
further entitlements have accrued to any director under the plan. The
residual interests, as interests in a long-term incentive scheme, are set out
in the table below:
Date on
Interest in BP ADSs which director
at 1 Jan 2010a reaches age 70b
Director leaving the board in 2010
E B Davis, Jr c 4,490 5 August 2014
a No awards were granted and no awards lapsed during the year. The awards were granted over
Amoco stock prior to the merger but their notional weighted average market value at the date of
grant (applying the subsequent merger ratio of 0.66167 of a BP ADS for every Amoco share) was
$27.87 per BP ADS.
b For the purposes of the regulations, the date on which the director retires from the board at or after
the age of 70 is the end of the qualifying period. If the director retires prior to this date, the board
may waive the restrictions.
c Erroll Davis, Jr retired from the board on 15 April 2010. He had received awards of Amoco shares
under the plan between 23 April 1991 and 28 April 1998 prior to the merger. These interests had
been converted into BP ADSs at the time of the merger. In accordance with the terms of the plan,
the board exercised its discretion over this award and the shares vested on 21 May 2010 (when the
BP ADS market price was $43.86) without payment by him.
With the retirement of Erroll Davis, Jr, no former Amoco non-executives
now serve on the BP p.l.c. board.
Past directors
Mr Miles (who was a non-executive director of BP until April 2006) was
appointed as a director and non-executive chairman of BP Pension Trustees
Limited (BPPT) in October 2006, retiring from BPPT on 29 September
2010. During 2010 he received £112,500 for this role.
Sir Ian Prosser (who retired as a non-executive director of BP in April
2010) was appointed as a director of BPPT on 24 June 2010, and appointed
non-executive chairman of BPPT on 29 September 2010. During 2010 he
received £51,923 for this role.
Dr Walter Massey (who retired as a non-executive director of BP in
April 2008) was appointed to the BP America External Advisory Council in
April 2008 for a period of two years. During 2010 he received $31,250
for this role.
Peter Sutherland (who was chairman of BP until 31 December
2009) continued his membership of the BP International Advisory Board
after his retirement from the board of BP. During 2010 he received
e100,000 for this role.
This directors’ remuneration report was approved by the board and signed
on its behalf by David J Jackson, company secretary on 2 March 2011.
BP Annual Report and Form 20-F 2010 121