Carphone Warehouse 2003 Annual Report Download - page 20

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The Carphone Warehouse Group PLC Annual Report 2003
Remuneration Report continued
For options granted since June 2002, if the Group performs at the median level or above 100% of the allocation is made. If the Group performs
at the upper quartile or above an additional 100% of the allocation will be made. If the Group performs below median the award will be reduced
by 50% unless the Group is in the lower quartile in which case the award will be cancelled. For Options granted after April 2003 the performance
criteria have been amended such that if the Group performs below the median, the award will be cancelled. Therefore no awards will be made
if the Group is below median performance.
Executive Directors may only exercise share options provided they hold a minimum of 100% of salary in shares. No exercises were made by
Executive Directors in the period ended 29 March 2003.
A UK savings related share option scheme is open to all eligible employees including Executive Directors in the UK. No Executive Director
participates in the scheme.
Share options*
Details of Directors’ interests in options to buy shares in the Company are as follows:
Granted Exercise
30 March during the 29 March price per Exercisable Expiry
Director 2002 period 2003 share £ from date
R W Taylor 250,000 250,000 0.80 14/07/00 29/01/10
500,000 500,000 1.00 14/07/00 29/01/10
200,000 200,000 1.50 19/05/02 19/05/10
200,000 200,000 2.00 19/05/02 19/05/10
240,000 240,000 1.25 21/05/04 21/05/11
250,000 250,000 0.83 11/06/05 11/06/12
250,000 (i) 250,000 0.83 11/06/05 11/06/12
1,390,000 500,000 1,890,000
G Roux de Bezieux 3,500,000 3,500,000 1.50 19/05/02 19/05/10
120,000 120,000 1.25 21/05/04 21/05/11
237,500 237,500 0.83 11/06/05 11/06/12
237,500 (i) 237,500 0.83 11/06/05 11/06/12
3,620,000 475,000 4,095,000
J H Dale 200,000 200,000 0.50 14/07/00 03/10/09
200,000 200,000 1.50 19/02/02 19/05/10
200,000 200,000 2.00 19/02/02 19/05/10
96,000 96,000 1.25 21/05/04 21/05/11
150,000 150,000 0.83 11/06/05 11/06/12
150,000 (i) 150,000 0.83 11/06/05 11/06/12
696,000 300,000 996,000
Hans Roger Snook 1,000,000 1,000,000 0.80 25/03/05 25/03/12
1,000,000 1,000,000
Notes
(i) Options granted from April 2002 are subject to the performance conditions described in the Share Options section above. These options will only
be delivered if the Group’s performance is in the upper quartile for the relevant period.
(ii) The market price per share was 63.0p as at 29 March 2003. The market price during the year varied between 105.5p and 50.1p.
Executive Directors’ service contracts
All Executive Directors have service contracts which are terminable by the Company or the Executive Director with twelve months notice or less.
The dates of each contract are set out below and none provides for compensation for early termination or has any unexpired term.
Fees for Non-Executive Directors
The fees for each of the Non-Executive Directors are determined by the Board after considering external market research. The Non-Executive
Directors do not take part in discussions on their remuneration.
Each of the Non-Executive Directors except Hans Roger Snook may have their appointment terminated by the Company with immediate effect and
are not entitled to receive any compensation for loss of office. Hans Roger Snook has a service contract which is terminable by either party on
twelve months’ notice with no provision for compensation on early termination.
The dates of each contract are set out below and none has any unexpired term.
Directors’ interests in shares and dates of service contracts
Ordinary shares of 0.1p
Director 29 March 2003 30 March 2002 Date of contract
C W Dunstone 309,028,535 309,028,535 26 June 2000
D P J Ross 216,590,759 216,590,759 4 July 2002
R W Taylor 2,276,806 2,276,806 2 March 2000
G Roux de Bezieux 13,038,670 13,038,670 26 June 2000
J H Dale 150,500 150,500 30 March 2001
Hans Roger Snook 50,000 50,000 1 May 2002
Sir Brian Pitman 5,000 5,000 4 July 2001
J Gildersleeve 45,000 45,000 31 May 2000
A H Martin 12,461 12,461 15 November 2000
D Wilson 50,000 50,000 31 May 2000
Martin Dawes held 6,460,714 shares in the Company at 29 March 2003, and his contract is dated 2 June 2003.
There was no movement in the above shareholdings between 29 March 2003 and 2 June 2003.