Barclays 2009 Annual Report Download - page 177

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 175
100% of his annual bonus is delivered as a share award under ESAS which is
deferred over a three- to five-year period. The ESAS amounts shown in Table
1b show the basic allocations, but do not include bonus shares. Including the
maximum potential 30% bonus shares, the award in respect of 2009 will
have an initial value of £1,950,000 for Mr Lucas. Typically, 20% bonus shares
become releasable after three years, with the full 30% bonus shares only
normally releasable five years from the date of award. Following consultation
with the Committee and mindful of evolving best practice and regulatory
developments, Mr Lucas intends to write to the ESAS trustee in respect of any
awards made in 2010. He proposes that, in its absolute discretion, the trustee
may take into account personal misconduct and/or any material misstatement
of the 2009 financial results when considering whether to release any shares
under these awards to him at the scheduled release dates.
PSP awards due to vest in 2010
For the PSP awards made in relation to the 2007-2009 cycle, the TSR
condition was not met and the EP condition was met. As a result, awards that
are scheduled to vest in March 2010 (at the absolute discretion of the PSP
trustee) are due to vest at 1.5 times the initial award (maximum is 3 times).
This represents a reduction in value of approximately 75% of the maximum
value of the number of shares that could vest at the share price at award.
Table 1b: Executive Directors’ annual remuneration John Varley Robert E Diamond Jr Chris Lucas
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
Base salary 1,100 1,075 250 250 650 638
Annual performance bonus (cash) 0 00000
Total cash 1,100 1,075 250 250 650 638
Deferred share award
(ESAS) 0 0001,500 0
Long-term incentive
award 2010-2012 0 06,000 01,000 800
(PSP)
Pension (or cash allowance) 163 159
Other benefits 23 23 134 66 19 18
Sub-total in accordance
with Schedule 8 of the
Large and Medium-sized
Companies and Groups
(Accounts and Reports)
Regulations 2008 1,123 1,098 384 316 832 815
Member of Member of Member of Member of
pension pension pension pension
scheme scheme scheme scheme
See page 178 See page 178 See page 178 See page 178
After consultation with the Committee, the current executive Directors
intend to write to the Committee agreeing voluntary clawback
arrangements to operate for a two-year period following vesting of their
awards. By this voluntary agreement, the executive Directors will repay the
value of the shares at the end of the two-year period (after deduction of
taxes paid) should a performance condition, to be agreed and assessed by
the Committee, not be met.
Proposed awards in 2010
It is proposed that Bob Diamond and Chris Lucas are awarded a
performance share plan award in 2010 which will be based upon
performance over the three-year period 2010 to 2012.
The Board, through the Committee, formed the view that a
performance share plan award for John Varley was merited, based on both
Group and personal performance. However, John Varley advised the Board
that he wishes to decline any such award.
The number of shares awarded to date and the performance conditions
relating to each award are set out below.
The PSP awards are shown in Table 1b at the fair value of the
recommended awards.